Elevate Credit, Inc. (Form: 10-Q, Received: 05/10/2019 11:49:18)

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 March 31, 2019

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 and post 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	o
Accelerated filer	x	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

Securities registered pursuant to Section 12(b) of the Act.



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.0004 par value	ELVT	New York Stock Exchange

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



Class		Outstanding at May 8, 2019
Common Shares, $0.0004 par value		43,396,187

TABLE OF CONTENTS



Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	6
		Unaudited Condensed Consolidated Income Statements for the three months ended March 31, 2019 and 2018	7
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018	8
		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2019 and 2018	9
		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018	10
		Notes to Unaudited Condensed Consolidated Financial Statements	12
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	73
	Item 4.	Controls and Procedures	74
Part II - Other Information
	Item 1.	Legal Proceedings	75
	Item 1A.	Risk Factors	76
	Item 6.	Exhibits	78
SIGNATURES			79

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” and "Risk Factors." 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 the anticipated release of our new credit models in 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;


•	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


•	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 in "Risk Factors" and 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 amounts)	March 31, 2019			December 31, 2018
	(unaudited)
ASSETS
Cash and cash equivalents*	$	97,153		$	58,313
Restricted cash	2,493			2,591
Loans receivable, net of allowance for loan losses of $76,457 and $91,608, respectively*	502,528			561,694
Prepaid expenses and other assets*	9,865			11,418
Operating lease right of use assets	11,545			—
Receivable from CSO lenders	11,701			16,183
Receivable from payment processors*	24,059			21,716
Deferred tax assets, net	15,986			21,628
Property and equipment, net	44,886			41,579
Goodwill	16,027			16,027
Intangible assets, net	1,568			1,712
Derivative assets at fair value (cost basis of $0 and $109, respectively)*	—			412
Total assets	$	737,811		$	753,273

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities (See Note 14)*	$	40,351		$	44,950
Operating lease liabilities	15,392			—
State and other taxes payable	1,091			681
Deferred revenue*	20,405			28,261
Notes payable, net*	527,511			562,590
Total liabilities	604,750			636,482
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; None issued and outstanding at March 31, 2019 and December 31, 2018.	—			—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 43,357,796 and 43,329,262 issued and outstanding, respectively	18			18
Additional paid-in capital	185,699			183,244
Accumulated deficit	(53,167		)	(66,525		)
Accumulated other comprehensive income, net of tax benefit of $1,354 and $1,257, respectively*	511			54
Total stockholders’ equity	133,061			116,791
Total liabilities and stockholders’ equity	$	737,811		$	753,273

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

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

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)



	Three Months Ended March 31,
(Dollars in thousands, except share and per share amounts)	2019			2018
Revenues	$	189,504		$	193,537
Cost of sales:
Provision for loan losses	87,431			92,142
Direct marketing costs	11,154			20,695
Other cost of sales	5,060			6,329
Total cost of sales	103,645			119,166
Gross profit	85,859			74,371
Operating expenses:
Compensation and benefits	25,710			22,427
Professional services	9,699			8,312
Selling and marketing	1,846			2,952
Occupancy and equipment (See Note 14)	5,052			4,119
Depreciation and amortization	4,266			2,715
Other	1,307			1,217
Total operating expenses	47,880			41,742
Operating income	37,979			32,629
Other income (expense):
Net interest expense (See Note 14)	(19,219		)	(19,213		)
Foreign currency transaction gain	613			756
Non-operating loss	—			(38		)
Total other expense	(18,606		)	(18,495		)
Income before taxes	19,373			14,134
Income tax expense	6,015			4,651
Net income	$	13,358		$	9,483

Basic earnings per share	$	0.31		$	0.22
Diluted earnings per share	$	0.30		$	0.22
Basic weighted average shares outstanding	43,348,249			42,211,714
Diluted weighted average shares outstanding	43,875,410			43,680,603

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 (UNAUDITED)



(Dollars in thousands)	Three Months Ended March 31,
(Dollars in thousands)	2019			2018
Net income	$	13,358		$	9,483
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of ($2) and $0, respectively	665			1,093
Reclassification of certain deferred tax effects	—			(920		)
Change in derivative valuation, net of tax of ($95) and $0, respectively	(208		)	1,334
Total other comprehensive income, net of tax	457			1,507
Total comprehensive income	$	13,815		$	10,990

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 March 31, 2019 and 2018



(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income			Total
(Dollars in thousands except share amounts)	Shares	Amount	Shares	Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income			Total
Balances at December 31, 2017	—	—	42,165,524	$	17	$	174,090		$	(79,954	)	$	2,003		$	96,156
Share-based compensation	—	—	—	—		1,637			—			—			1,637
Exercise of stock options	—	—	59,380	—		218			—			—			218
Vesting of restricted stock units	—	—	5,212	—		—			—			—			—
Tax benefit of equity issuance costs	—	—	—	—		(674		)	—			—			(674		)
Comprehensive income:
Foreign currency translation adjustment net of tax expense of $0	—	—	—	—		—			—			1,093			1,093
Change in derivative valuation net of tax expense of $0	—	—	—	—		—			—			1,334			1,334
Reclassification of certain deferred tax effects	—	—	—	—		—			920			(920		)	—
Net income	—	—	—	—		—			9,483			—			9,483
Balances at March 31, 2018	—	—	42,230,116	$	17	$	175,271		$	(69,551	)	$	3,510		$	109,247

Balances at December 31, 2018	—	—	43,329,262	18		183,244			(66,525		)	54			116,791
Share-based compensation	—	—	—	—		2,435			—			—			2,435
Exercise of stock options	—	—	12,500	—		26			—			—			26
Vesting of restricted stock units	—	—	16,034	—		(4		)	—			—			(4		)
Tax benefit of equity issuance costs	—	—	—	—		(2		)	—			—			(2		)
Comprehensive loss:
Foreign currency translation adjustment net of tax benefit of $2	—	—	—	—		—			—			665			665
Change in derivative valuation net of tax benefit of $95	—	—	—	—		—			—			(208		)	(208		)
Net income	—	—	—	—		—			13,358			—			13,358
Balances at March 31, 2019	—	—	43,357,796	$	18	$	185,699		$	(53,167	)	$	511		$	133,061

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)	Three Months Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	13,358		$	9,483
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,266			2,715
Provision for loan losses	87,431			92,142
Share-based compensation	2,435			1,637
Amortization of debt issuance costs	180			97
Amortization of loan premium	1,553			1,504
Amortization of convertible note discount	—			138
Amortization of derivative assets	108			283
Amortization of operating leases	128			—
Deferred income tax expense, net	5,737			4,176
Unrealized gain from foreign currency transactions	(613		)	(756		)
Non-operating loss	—			38
Changes in operating assets and liabilities:
Prepaid expenses and other assets	1,657			(586		)
Receivables from payment processors	(2,285		)	(3,239		)
Receivables from CSO lenders	4,482			5,219
Interest receivable	(15,801		)	(19,826		)
State and other taxes payable	394			356
Deferred revenue	(5,434		)	(2,214		)
Accounts payable and accrued liabilities	166			(7,395		)
Net cash provided by operating activities	97,762			83,772
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(272,169		)	(283,461		)
Principal collections and recoveries on loans receivable	256,742			248,722
Participation premium paid	(1,205		)	(1,476		)
Purchases of property and equipment	(7,105		)	(6,087		)
Net cash used in investing activities	(23,737		)	(42,302		)

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

Elevate Credit, Inc. and Subsidiaries



	Three Months Ended March 31,
(Dollars in thousands)	2019			2018
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	$	10,000		$	8,000
Payments of notes payable	(43,000		)	—
Cash paid for interest rate caps	—			(1,367		)
Settlement of derivative liability	—			(2,010		)
Debt issuance costs paid	(2,547		)	—
Proceeds from stock option exercises	26			269
Taxes paid related to net share settlement of equity awards	(4		)	—
Net cash provided by financing activities	(35,525		)	4,892
Effect of exchange rates on cash	242			358
Net increase in cash, cash equivalents and restricted cash	38,742			46,720

Cash and cash equivalents, beginning of period	58,313			41,142
Restricted cash, beginning of period	2,591			1,595
Cash, cash equivalents and restricted cash, beginning of period	60,904			42,737

Cash and cash equivalents, end of period	97,153			87,860
Restricted cash, end of period	2,493			1,597
Cash, cash equivalents and restricted cash, end of period	$	99,646		$	89,457

Supplemental cash flow information:
Interest paid	$	18,988		$	18,523
Taxes paid	$	—		$	38

Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	$	2,326		$	3,016
CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	$	90		$	87
Prepaid expenses accrued but not yet paid	$	—		$	750
Property and equipment accrued but not yet paid	$	—		$	424
Impact on OCI and retained earnings of adoption of ASU 2018-02	$	—		$	920
Changes in fair value of interest rate caps	$	304		$	1,334
Tax benefit of equity issuance costs included in Additional paid-in capital	$	2		$	674
Leasehold improvements included in Property and equipment, net	$	134		$	—
Operating lease right of use assets recognized from adoption of ASU 2016-02	$	12,289		$	—
Operating lease liabilities recognized from adoption of ASU 2016-02	$	16,008		$	—

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 months ended March 31, 2019 and 2018

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, lines of credit and credit cards in the United States (the “US”) and the United Kingdom (the “UK”). The Company’s products, Rise, Elastic, Today Card 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 March 31, 2019 and for the three month periods ended March 31, 2019 and 2018 include the accounts of the Company, its wholly owned subsidiaries and variable interest entities ("VIEs") where the Company is the primary beneficiary. 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, 2018 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on March 8, 2019. 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 months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year.

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, operating lease right of use assets, operating lease liabilities 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.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

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)	March 31, 2019			December 31, 2018
Property and equipment, gross	$	105,961		$	98,357
Accumulated depreciation and amortization	(61,075		)	(56,778		)
Property and equipment, net	$	44,886		$	41,579

Interest Rate Caps

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. On January 11, 2018, the Company and ESPV each entered into one interest rate cap transaction with a counterparty to mitigate the floating rate interest risk on a portion of the debt underlying the Rise and Elastic portfolios, respectively. The interest rate caps matured on February 1, 2019. The interest rate caps were 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 reported 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 reclassified the interest rate caps’ gains or losses to interest expense when the hedged expenses were recorded. The Company excluded the change in the time value of the interest rate caps in its assessment of their hedge effectiveness. The Company presented 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 did 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 9—Fair Value Measurements.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right of use (“ROU”) assets and Operating lease liabilities on our Condensed Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The lease and non-lease components are accounted for as a single lease component.

Recently Adopted Accounting Standards

In July 2018, the FASB issued Accounting Standards Update ("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. The Company has adopted all of the amendments of ASU 2018-09 as of January 1, 2019 on a modified retrospective basis. The adoption of ASU 2018-09 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 months ended March 31, 2019 and 2018

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 months ended March 31, 2018 was $920.0 thousand .

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. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-04"). This amendment clarifies the guidance in ASU 2017-12. ASU 2017-12 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.

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 elected to adopt the transition method in ASU 2018-11 by applying the practical expedient prospectively at January 1, 2019. The Company also elected to apply the optional practical expedient package to not reassess existing or expired contracts for lease components, lease classification or initial direct costs. The adoption of ASU 2016-02, as amended, resulted in the recognition of approximately $11.5 million and $15.4 million additional right of use assets and liabilities for operating leases, respectively, but did not have a material impact on the Company's condensed consolidated income statements.

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.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

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. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-04"). This amendment clarifies the guidance in ASU 2016-13. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We anticipate that adoption of ASU 2016-13 may have a material impact on our financial statements due to the timing differences caused by the change in methodology. In addition, the internal financial controls processes in place for the Company's loan loss reserve process are expected to be impacted. The Company is on track to adopt ASU 2016-13 as of the effective date. The Company is still assessing the potential impact of ASU 2016-13 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 months ended March 31, 2019 and 2018

NOTE 2 - EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing net income 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 March 31, 2019 and 2018 .

Diluted EPS is computed by dividing net income 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 per share was as follows for three months ended March 31, 2019 and 2018 :



	Three Months Ended March 31,
(Dollars in thousands, except share and per share amounts)	2019		2018
Numerator (basic):
Net income	$	13,358	$	9,483

Numerator (diluted):
Net income	$	13,358	$	9,483

Denominator (basic):
Basic weighted average number of shares outstanding	43,348,249		42,211,714

Denominator (diluted):
Basic weighted average number of shares outstanding	43,348,249		42,211,714
Effect of potentially dilutive securities:
Employee share plans (options, RSUs and ESPP)	527,161		1,468,889
Diluted weighted average number of shares outstanding	43,875,410		43,680,603

Basic and diluted earnings per share:
Basic earnings per share	$	0.31	$	0.22
Diluted earnings per share	$	0.30	$	0.22

For the three months ended March 31, 2019 and 2018 , the Company excluded the following potential common shares from its diluted earnings per share calculation because including these shares would be anti-dilutive:


•	1,457,296 and 193,677 common shares issuable upon exercise of the Company's stock options; and


•	3,475,808 and 113,114 common shares issuable upon vesting of the Company's RSUs.

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 month periods ended March 31, 2019 and 2018 .

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 3 - LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three months ended March 31, 2019 and 2018 were as follows:



	Three Months Ended March 31,
(Dollars in thousands)	2019		2018
Finance charges	$	110,548	$	118,496
CSO fees	13,708		14,859
Lines of credit fees	64,733		58,903
Other	515		1,279
Total revenues	$	189,504	$	193,537

The Company's portfolio consists of both installment loans and lines of credit, which are considered the portfolio segments at March 31, 2019 and December 31, 2018 . The Rise product is primarily installment loans in the US with lines of credit offered in two states. The Sunny product is an installment loan product offered in the UK. The Elastic product is a line of credit product in the US. In November of 2018, the Company expanded a test launch of the Today Card, a credit card product offered in the US. Balances and activity for the Today Card as of and for the three months ended March 31, 2019 were not material.

The following reflects the credit quality of the Company’s loans receivable as of March 31, 2019 and December 31, 2018 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 up to 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, lines of credit and credit cards 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 March 31, 2019 and December 31, 2018 have been charged off.



	March 31, 2019
(Dollars in thousands)	Rise and Sunny			Elastic(1)			Total
Current loans	$	276,929		$	233,888		$	510,817
Past due loans	45,343			20,803			66,146
Total loans receivable	322,272			254,691			576,963
Net unamortized loan premium	95			1,927			2,022
Less: Allowance for loan losses	(48,116		)	(28,341		)	(76,457		)
Loans receivable, net	$	274,251		$	228,277		$	502,528



	December 31, 2018
(Dollars in thousands)	Rise and Sunny			Elastic(1)			Total
Current loans	$	296,339		$	273,217		$	569,556
Past due loans	53,491			27,778			81,269
Total loans receivable	349,830			300,995			650,825
Net unamortized loan premium	54			2,423			2,477
Less: Allowance for loan losses	(55,557		)	(36,051		)	(91,608		)
Loans receivable, net	$	294,327		$	267,367		$	561,694

(1) Includes immaterial balances related to the Today Card, which expanded its test launch in November 2018.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

Total loans receivable includes approximately $10.5 million and $7.4 million of loans in a non-accrual status at March 31, 2019 and December 31, 2018 , respectively. The previously reported non-accrual loan balance as of December 31, 2018 excluded certain non-accrual loans in error that amounted to $2.7 million . The omission of this amount only impacted the footnote disclosure and not the reported balances on the balance sheet and statement of operations, the Company does not believe this omission has a material impact on the previously reported balances in the consolidated financial statements as of December 31, 2018

Additionally, total loans receivable includes approximately $32.5 million and $41.6 million of interest receivable at March 31, 2019 and December 31, 2018 , 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 months ended March 31, 2019 and 2018 are as follows:



	Three Months Ended March 31, 2019
(Dollars in thousands)	Rise and Sunny			Elastic(1)			Total
Balance beginning of period	$	60,002		$	36,050		$	96,052
Provision for loan losses	57,869			29,562			87,431
Charge-offs	(72,135		)	(39,559		)	(111,694		)
Recoveries of prior charge-offs	5,421			2,288			7,709
Effect of changes in foreign currency rates	201			—			201
Total	51,358			28,341			79,699
Accrual for CSO lender owned loans	(3,242		)	—			(3,242		)
Balance end of period	$	48,116		$	28,341		$	76,457



	Three Months Ended March 31, 2018
(Dollars in thousands)	Rise and Sunny			Elastic(1)			Total
Balance beginning of period	$	64,919		$	28,870		$	93,789
Provision for loan losses	63,229			28,913			92,142
Charge-offs	(78,544		)	(31,979		)	(110,523		)
Recoveries of prior charge-offs	6,187			2,294			8,481
Effect of changes in foreign currency rates	357			—			357
Total	56,148			28,098			84,246
Accrual for CSO lender owned loans	(3,749		)	—			(3,749		)
Balance end of period	$	52,399		$	28,098		$	80,497

(1) Includes immaterial balances related to the Today Card, which expanded its test launch in November 2018.

As of March 31, 2019 and December 31, 2018 , estimated losses of approximately $3.2 million and $4.4 million for the CSO owned loans receivable guaranteed by the Company of approximately $30.8 million and $39.8 million , respectively, are initially recorded at fair value and are included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

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. 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.

The following table summarizes the financial effects, excluding impacts related to credit loss allowance and impairment, of TDRs for the three months ended March 31, 2019 and 2018 :



(Dollars in thousands)	2019		2018
Outstanding recorded investment before TDR	$	12,725	$	3,044
Outstanding recorded investment after TDR	11,355		2,096
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses	$	1,370	$	948

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 months ended March 31, 2019 and 2018 :



(Dollars in thousands)	2019		2018
Average outstanding recorded investment(1)	$	14,917	$	4,435
Interest income recognized	$	1,925	$	1,652
1. Simple average as of March 31, 2019 and 2018, respectively.

The table below presents the Company's loans modified as TDRs as of March 31, 2019 and December 31, 2018 :



(Dollars in thousands)	2019			2018
Current outstanding investment	$	7,784		$	7,627
Delinquent outstanding investment	8,869			5,531
Outstanding recorded investment	16,653			13,158
Less: Impairment	(2,151		)	(969		)
Outstanding recorded investment, net of impairment	$	14,502		$	12,189

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 $4.5 million and $4.4 million loan restructurings accounted for as TDRs that subsequently defaulted for the three months ended March 31, 2019 and 2018, respectively. The Company had commitments to lend additional funds of approximately $0.9 million to customers with available and unfunded lines of credit as of March 31, 2019 .

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 4—VARIABLE INTEREST ENTITIES

The Company is involved with five entities that are deemed to be a VIE: Elastic SPV, Ltd., EF 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 months ended March 31, 2019 and 2018

The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 :



(Dollars in thousands)	March 31, 2019		December 31, 2018
ASSETS
Cash and cash equivalents	$	39,666	$	18,723
Loans receivable, net of allowance for loan losses of $28,192 and $36,019, respectively	227,583		266,725
Prepaid expenses and other assets ($64 and $64, respectively, eliminates upon consolidation)	69		251
Derivative asset at fair value (cost basis of $0 and $51, respectively)	—		195
Receivable from payment processors	11,699		12,212
Total assets	$	279,017	$	298,106
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($9,024 and $9,372, respectively, eliminates upon consolidation)	$	19,835	$	17,923
Deferred revenue	4,834		5,293
Reserve deposit liability ($35,850 and $35,850, respectively, eliminates upon consolidation)	35,850		35,850
Notes payable, net	218,498		238,896
Accumulated other comprehensive income	—		144
Total liabilities and shareholder’s equity	$	279,017	$	298,106

EF SPV, Ltd.

On October 15, 2018, the Company entered into several agreements with a third-party lender and EF SPV, Ltd. (“EF SPV”), 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. EF SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition , as the installment loans acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, EF SPV has the right, but not the obligation, to purchase a 95% interest in each Rise bank originated installment loan. VPC lends EF SPV 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—EF SPV Facility). The Company entered into a separate credit default protection agreement with EF SPV whereby the Company agreed to provide credit protection to the investors in EF SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EF SPV, however, as a result of the credit default protection agreement, EF SPV 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 months ended March 31, 2019 and 2018

The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018 :



(Dollars in thousands)	March 31, 2019		December 31, 2018
ASSETS
Cash and cash equivalents	$	19,179	$	8,185
Loans receivable, net of allowance for loan losses of $7,017 and $3,388, respectively	42,912		25,484
Receivable from payment processors ($334 and $101 eliminates upon consolidation)	1,216		285
Total assets	$	63,307	$	33,954
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($1,057 and $905, respectively, eliminates upon consolidation)	$	2,384	$	1,332
Reserve deposit liability ($7,950 and $4,650, respectively, eliminates upon consolidation)	7,950		4,650
Notes payable, net	52,973		27,972
Total liabilities and shareholder’s equity	$	63,307	$	33,954

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 months ended March 31, 2019 and 2018

NOTE 5—NOTES PAYABLE, NET

The Company has three debt facilities with VPC. The Rise SPV, LLC credit facility (the "VPC Facility"), the EF SPV Facility, and the ESPV Facility. The facilities were modified effective February 1, 2019 to the following terms.

VPC Facility

The VPC Facility is primarily used to fund the Rise and Sunny loan portfolio with a subordinate debt component used for corporate purposes. It provides the following term notes:

•

A maximum borrowing amount of $350 million used to fund the Rise loan portfolio (“US Term Note”). Prior to the February 1, 2019 amendment, the interest rate paid on this facility was a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 11% . This resulted in a blended interest rate paid of 12.79% on debt outstanding under this facility as of December 31, 2018 . Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5% ). All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The interest rate on the outstanding balance at March 31, 2019 was 10.23% .

•

A maximum borrowing amount of $130 million used to fund the UK Sunny loan portfolio (“UK Term Note”). Prior to the February 1, 2019 amendment, the interest rate paid on this facility was a base rate (defined as the 3-month LIBOR) plus 14% . This resulted in a blended interest rate paid of 16.74% on debt outstanding under this facility as of December 31, 2018 . Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5% ). All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The interest rate on the outstanding balance at March 31, 2019 was 10.23% .


•	A maximum borrowing amount of $35 million used to fund working capital at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% (“4 ^th Tranche Term Note”) as of March 31, 2019 . The interest rate at March 31, 2019 and December 31, 2018 was 15.73% and 15.74% , respectively. There was no change in the interest rate paid on this facility upon the February 1, 2019 amendment.


•	Revolving feature providing the option to pay down up to 20% of the outstanding balance, excluding the 4 ^th Tranche Term Note, once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The 4 ^th Tranche Term Note matures on February 1, 2021. The US Term Note and the UK Term Note both mature on January 1, 2024. There are no principal payments due or scheduled until the respective maturity dates. All assets of the Company are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the VPC Facility as of March 31, 2019 and December 31, 2018 .

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

EF SPV Facility

The EF SPV Facility has a maximum borrowing amount of $150 million used to purchase loan participations from a third-party lender. Prior to execution of the agreement with VPC effective February 1, 2019, EF SPV was a borrower on the US Term Note under the VPC Facility and the interest rate paid on this facility was a base rate (defined as 3-month LIBOR, with a 1% floor) plus 11% . Upon the February 1, 2019 amendment date, $43 million was re-allocated into the EF SPV Facility and the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5% ). All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The interest rate on the outstanding balance at March 31, 2019 was 10.23% . The EF SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EF SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EF SPV are pledged as collateral to secure the EF SPV Facility. The EF SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EF SPV Facility as of March 31, 2019 .

ESPV Facility

The ESPV Facility has a maximum borrowing amount of $350 million used to purchase loan participations from a third-party lender. Prior to the February 1, 2019 amendment, the interest rate paid on this facility was 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 . This resulted in a blended interest rate paid of 14.65% on debt outstanding under this facility at December 31, 2018 . Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75% ). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date will be 10.23% (base rate of 2.73% plus 7.50% ). All future borrowings under this facility after July 1, 2019 will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The interest rate on the outstanding balance at March 31, 2019 was 15.48% . The ESPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

There are no principal payments due or scheduled until the maturity date. All assets of the Company and ESPV are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the ESPV Facility as of March 31, 2019 and December 31, 2018 .

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

VPC, EF SPV and ESPV Facilities:

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



(Dollars in thousands)	March 31, 2019			December 31, 2018
US Term Note bearing interest at the base rate + 7.5% (2019) and 11% (2018)	$	182,000		$	250,000
UK Term Note bearing interest at the base rate + 7.5% (2019) + 14% (2018)	39,485			39,196
4 ^th Tranche Term Note bearing interest at 3-month LIBOR + 13%	35,050			35,050
EF SPV Term Note bearing interest at the base rate + 7.5%	53,000			—
ESPV Term Note bearing interest at the base rate + 12.75% (2019) and + 12-13.5% (2018)	221,000			239,000
Debt issuance costs	(3,024		)	(656		)
Total	$	527,511		$	562,590

The Company paid down a net $33 million in debt under the revolver component of the facilities during the first quarter of 2019. Additionally, the Company paid a $2.4 million amendment fee on the ESPV Facility during the first quarter of 2019 that is included in deferred debt issuance costs and will be amortized into interest expense over the remaining life of the facility (through January 1, 2024). 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 March 31, 2019 are as follows:



Year (dollars in thousands)	March 31, 2019
Remainder of 2019	$	—
2020	—
2021	35,050
2022	—
2023	—
Thereafter	495,485
Total	$	530,535

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The carrying value of goodwill at March 31, 2019 and December 31, 2018 was approximately $16 million . There were no changes to goodwill during the three months ended March 31, 2019 . 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 $0.4 million is deductible for tax purposes.

The carrying value of acquired intangible assets as of March 31, 2019 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		(2,516		)	888
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,588	)	$	1,568

The carrying value of acquired intangible assets as of December 31, 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		(2,372		)	1,032
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,444	)	$	1,712

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 March 31, 2019 , the non-compete agreement has a carrying value of $76 thousand .

Total amortization expense recognized for the three months ended March 31, 2019 and 2018 was approximately $144 thousand and $45 thousand , respectively. The weighted average remaining amortization period for the intangible assets was 6.19 years at March 31, 2019 .

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
2020	$	120
2021	120
2022	120
2023	120
2024	120

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 7—LEASES

The Company has non-cancelable operating leases for facility space and equipment with varying terms. All of the leases for facility space qualified for capitalization under FASB ASC 842, Leases . These leases have remaining lease terms of one to eight years, and some may include options to extend the leases for up to ten years. The extension terms are not recognized as part of the right-of-use assets. The Company has elected not to capitalize leases with terms equal to or less than one year. As of March 31, 2019 , net assets recorded under operating leases were $11.5 million and net lease liabilities were $15.4 million .

The Company analyzes contracts above certain thresholds to identify leases and lease components. Lease and non-lease components are not separated for facility space leases. The Company uses its contractual borrowing rate to determine lease discount rates when an implicit rate is not available.

Total lease cost for the three months ended March 31, 2019 , included in Occupancy and equipment in the Condensed Consolidated Income Statements, is detailed in the table below



	Three Months Ended March 31,
Lease cost	2019
Operating lease cost	$	1,148
Short-term lease cost	11
Total lease cost	$	1,159

Further information related to leases is as follows:



	Three Months Ended March 31,
Supplemental cash flows information	2019
Cash paid for amounts included in the measurement of lease liabilities	$	1,020
Weighted average remaining lease term	4.7 years
Weighted average discount rate	10.23		%

Future minimum lease payments as of March 31, 2019 are as follows:



Year (dollars in thousands)	Operating Leases
2019	$	3,587
2020	3,388
2021	3,484
2022	3,581
2023	3,143
Thereafter	2,975
Total future minimum lease payments	$	20,158
Less: Imputed interest	(4,766		)
Operating lease liabilities	$	15,392

As of March 31, 2019 , the Company has an operating lease for facility space that has not yet commenced with an expected lease liability of $ 1 million . This operating lease commenced during April 2019 with a lease term of 4.5 years .

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 8—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended March 31, 2019 and 2018 totaled approximately $2.4 million and $1.6 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 8,156,173 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 March 31, 2019 , the total number of shares available for future grants under the 2016 Plan was 1,582,855 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 three months ended March 31, 2019 , 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.

A summary of stock option activity as of and for the three months ended March 31, 2019 is presented below:



Stock Options(1)	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2018	2,328,154		$	4.63
Granted	122,400		4.68
Exercised	(12,500	)	2.13
Forfeited	(4,744	)	5.91
Outstanding at March 31, 2019	2,433,310		4.64		4.83
Options exercisable at March 31, 2019	2,207,106		$	4.55	4.38

(1) All awards presented in the table are for Elevate stock only.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

At March 31, 2019 , there was approximately $0.4 million of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 2.3 years. The total intrinsic value of options exercised for the three months ended March 31, 2019 was $30 thousand .

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 three months ended March 31, 2019 was $4.68 . 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 three months ended March 31, 2019 is presented below:



RSUs(1)	Shares		Weighted Average Grant-Date Fair Value		Weighted Average Remaining Contractual Life (in years)
Nonvested at December 31, 2018	3,155,041		$	7.91
Granted	1,104,342		4.68
Vested	(16,888	)	7.56
Forfeited	(102,490	)	7.87
Nonvested at March 31, 2019	4,140,005		7.05		8.90
Expected to vest at March 31, 2019	3,299,685		$	7.18	8.82

(1) All awards presented in the table are for Elevate stock only.

At March 31, 2019 , there was approximately $16.7 million of unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 2.8 years. During the three months ended March 31, 2019 , the total vest-date fair value of RSUs was approximately $78 thousand . As of March 31, 2019 , the aggregate intrinsic value of the vested and expected to vest RSUs was approximately $14.3 million .

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently 1,379,948 shares authorized and 1,123,685 reserved for the ESPP. There have been no shares purchased under the ESPP for the three months ended March 31, 2019 . Within share-based compensation expense for the three months ended March 31, 2019 and 2018, $193 thousand and $134 thousand , respectively, relates to the ESPP.

NOTE 9—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.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

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 three month periods ended March 31, 2019 and 2018 , 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”).

Fair Value Measurements on a Recurring Basis

On January 11, 2018, the Company and ESPV each entered into one interest rate cap transaction with a counterparty to mitigate the floating rate interest risk on a portion of the debt under the VPC Facility and the ESPV Facility, respectively. 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 matured on February 1, 2019. The interest rate caps qualifed for hedge accounting as cash flow hedges. Gains and losses on the interest rate caps were recognized in Accumulated other comprehensive income in the period incurred and subsequently reclassified to Interest expense when the hedged expenses were recorded.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

The Company used model-derived valuations that discounted the future expected cash receipts that would occur if variable interest rates rose above the strike price of the caps. The variable interest rates used in the calculation of projected receipts on the caps were 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 March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 (dollars in thousands):



Contract date	Maturity date	Hedged interest rate payments' related note payable	Strike rate		Notional amount		Fair value at March 31, 2019		Fair value at December 31, 2018
January 11, 2018	February 1, 2019	US Term Note	1.75	%	$	240,000	$	—	$	216
January 11, 2018	February 1, 2019	ESPV Facility	1.75	%	216,000		—		196
					$	456,000	$	—	$	412



Unrealized gains recognized in Accumulated other comprehensive income	As of March 31, 2019		As of December 31, 2018
US Term Note interest rate cap	$	—	$	159
ESPV Facility interest rate cap	—		144
	$	—	$	303

Gains recognized in Interest expense	Three months ended March 31, 2019		Three months ended March 31, 2018
US Term Note interest rate cap	$	159	$	110
ESPV Facility interest rate cap	144		99
	$	303	$	209

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 months ended March 31, 2019 and 2018 are shown in the following table. The Convertible Term Notes converted to the 4 ^th Tranche Term Note upon maturity at January 30, 2018.



(Dollars in thousands)	Embedded Derivative Liability in Convertible Term Notes
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 Income Statements)	38
Balance, March 31, 2018	—

Balance, December 31, 2018	—
Balance, March 31, 2019	$	—

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 10—DERIVATIVES

The Company and ESPV use hedging programs to manage interest rate risk associated with future interest payments. The Company and ESPV entered into two interest rate cap instruments on January 11, 2018, which matured on February 1, 2019. Additionally, the Company identified an embedded derivative in its Convertible Term Notes during 2016, which matured on January 30, 2018.

Cash Flow Hedges

The Company and ESPV utilize interest rate caps to offset interest rate fluctuations in the Company's and ESPV's future interest payments on certain of their Notes payable. The financial instruments are designated and accounted for as cash flow hedges, and the Company and ESPV measure the effectiveness of the hedges at least quarterly. Effective gains or losses related to these cash flow hedges are reported in Accumulated other comprehensive income and reclassified into earnings, through interest expense, in the period or periods in which the hedged transactions affect earnings. See Note 9—Fair Value for additional information on these cash flow hedges. The following table summarizes the activity that was recorded in Accumulated other comprehensive income in addition to reclassifications from Accumulated other comprehensive income into earnings related to each of the Company's and ESPV's interest rate caps during the three months ended March 31, 2019 and 2018 .



	March 31, 2019						March 31, 2018
(Dollars in thousands)	US Term Note			ESPV Facility			US Term Note			ESPV Facility
Beginning unrealized gains in Accumulated other comprehensive income	$	160		$	144		$	—		$	—
Gross gains recognized in Accumulated other comprehensive income	—			—			812			731
Gains reclassified to income through Interest expense	(160		)	(144		)	(110		)	(99		)
Ending unrealized gains in Accumulated other comprehensive income	$	—		$	—		$	702		$	632

Embedded Derivative

During 2016, the Company identified a bifurcated embedded derivative in its Convertible Term Notes related to its conversion feature in addition to the obligation to pay a redemption premium upon cash redemption of the notes. This derivative matured in 2018 and is no longer on the balance sheet as of March 31, 2019 and December 31, 2018. See Note 9—Fair Value for additional information about the bifurcated embedded derivative.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 11—INCOME TAXES

Income tax expense for the three months ended March 31, 2019 and 2018 consists of the following:



	Three Months Ended March 31,
(Dollars in thousands)	2019		2018
Current income tax expense (benefit):
Federal	$	—	$	(5	)
State	278		75
Foreign	—		405
Total current income tax expense	278		475

Deferred income tax expense (benefit):
Federal	4,339		3,862
State	1,398		749
Stock options	—		(4		)
R&D credits	—		(431		)
Total deferred income tax expense	5,737		4,176

Total income tax expense	$	6,015	$	4,651

No penalties or interest related to taxes were recognized for the three months ended March 31, 2019 and 2018 .

The Company’s consolidated effective tax rates for the three months ended March 31, 2019 and 2018 , including discrete items, were 31% and 33% , respectively, while the US effective tax rates were 35% and 29% , respectively. For the three months ended March 31, 2019 and 2018 , the Company’s effective tax rate differed from the standard corporate federal income tax rate of 21% for the US primarily due to its permanent non-deductible items, corporate state tax obligations in the states where it has lending activities and the impact of the Global Intangible Low-Taxed Income ("GILTI") provision of the December 22, 2017 Tax Cuts and Jobs Act (the "Act"). The Company's US cash effective tax rate was approximately 2% .

On December 22, 2017, the SEC issued SAB 118, which provides guidance on accounting for tax effects of the Act. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. The Company had completed its accounting of the impact of the reduction in the corporate tax rate and remeasurement of certain deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, generally 21% in 2018. During the three months ended March 31, 2018 the Company recorded a benefit of $245 thousand to its provisional amounts related to the Act, which had a 2% impact for the three months ended March 31, 2018 .

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.

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 months ended March 31, 2019 and 2018

US deferred tax assets, net

At March 31, 2019 and December 31, 2018 , 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 March 31, 2019 and December 31, 2018 was approximately $42.0 million . The NOL carryforward expires beginning in 2034. The research and development credit expires beginning in 2036. 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:

•

In 2018, the Company continued to grow its operating income (from $48 million in 2016 to $71 million in 2017 to $95 million in 2018). The US-only pre-tax earnings improved from a US-only pre-tax loss $4.5 million in 2017 to US-only pre-tax income of $14.1 million in 2018, a 412% improvement from prior year. The primary driver for the increase in operating income is related to our continued margin expansion provided by direct marketing and operating expense while maintaining a stable credit quality in the loan portfolio during the past year.

•

In 2019, the Company is forecasting US taxable income as it continues to grow its business and generate even greater operating income. 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 be relatively flat. The Company re-negotiated its debt facilities to lower interest rates, which will drive improved profitability from lower interest expense beginning in 2019. Various forecast scenarios have been performed with the results reflecting usage of the majority of the US NOL in 2019 and the balance during 2020. The Company's operating income for the three months ended March 31, 2019 was $38.0 million , a 16% improvement over the prior year period.

Significant negative factor included:

•

As of December 31, 2018, the Company had a three-year cumulative pre-tax loss position of $0.8 million ; which approximates a break-even profitability position. The pre-tax losses in years prior to 2018 were incurred due to the establishment of an infrastructure for the Company separate from Think Finance while the Company was scaling the growth of the relatively new products of Rise and Elastic. The Company began to utilize the NOL in 2018 and expects to be in a three-year cumulative pre-tax income position in 2019 under various forecasting scenarios.

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 taxable 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.

UK deferred tax assets, net

At March 31, 2019 and December 31, 2018 , 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 March 31, 2019 . Regardless of the deferred tax valuation allowance recognized at March 31, 2019 and December 31, 2018 , the Company continues to retain NOL carryforwards for foreign income tax purposes of approximately $56.7 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 can be carried forward indefinitely.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

NOTE 12—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, prospects, results of operations, financial condition or cash flows.

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 second half of 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 second half 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, began 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 March 31, 2019 and December 31, 2018 , the Company accrued approximately $1.1 million and $0.9 million , respectively, 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 three months ended March 31, 2018 . 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 loss contingency recognized. The following table presents a rollforward of the amount accrued for the three months ended March 31, 2019 .



(Dollars in thousands)	March 31, 2019
Beginning balance	$	925
Accruals	1,124
Payments	(922		)
Effects of changes in foreign currency rates	2
Ending balance	$	1,129

Other Matters:

The company is cooperating with the Consumer Financial Protection Bureau (the "CFPB") related to a civil investigative demand ("CID") received by Think Finance requesting information about the operations of Think Finance prior to the spin-off. In November 2017, the CFPB sued Think Finance in the U.S. District Court for the District of Montana. Elevate is not a party to this lawsuit.

Elevate Credit, Inc. and Subsidiaries

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

For the three months ended March 31, 2019 and 2018

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately $266.2 million and $250.1 million in available and unfunded credit lines at March 31, 2019 and December 31, 2018 , respectively. In May 2017, the Rise product began offering lines of credit to consumers in certain states and had approximately $10.2 million and $9.3 million in available and unfunded credit lines at March 31, 2019 and December 31, 2018 , respectively. The Today Card, which expanded its test launch in November 2018, had approximately $0.3 million and $0.4 million in available and unfunded credit lines as of March 31, 2019 and December 31, 2018 , respectively. 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.

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 March 31, 2019 and December 31, 2018 , 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 March 31, 2019 and December 31, 2018 . The fair value of these liabilities is immaterial; accordingly, there are no liabilities recorded for these agreements as of March 31, 2019 and December 31, 2018 .

NOTE 13—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 the Company's operating results monthly on a consolidated basis.

The Company has one reportable segment, which provides online financial services for subprime consumers, which is composed of the Company’s operations in the United States and the United Kingdom. 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 months ended March 31, 2019 and 2018

The following tables summarize the allocation of net revenues and long-lived assets based on geography. The geographic presentation of the Company's segment assets was based on the geographic location of the asset and revenue by the Company's country of domicile.



	Three Months Ended March 31,
(Dollars in thousands)	2019		2018
Revenues
United States	$	160,066	$	163,306
United Kingdom	29,438		30,231
Total	$	189,504	$	193,537

	March 31, 2019		December 31, 2018
Long-lived assets
United States	$	53,084	$	41,933
United Kingdom	20,942		17,385
Total	$	74,026	$	59,318

NOTE 14—RELATED PARTIES

The Company has entered into sublease agreements with Think Finance for office space that expired in 2018. Total rent and utility payments made to Think Finance for office space were approximately $0 thousand and $288 thousand for the three months ended March 31, 2019 and 2018 , respectively. Rent and utility expense is included in Occupancy and equipment within the Condensed Consolidated Income Statements.

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 months ended March 31, 2019 and 2018 are included in Professional services within the Condensed Consolidated Income Statements and were as follows:



	Three Months Ended March 31,
(Dollars in thousands)	2019		2018
Fees and travel expenses	$	131	$	142
Stock compensation	366		214
Consulting	75		75
Total board related expenses	$	572	$	431

During the year ended December 31, 2017, a member of the board of directors entered into a direct investment of $800 thousand in the VPC Facility. The interest payments on this loan were $22 thousand and $28 thousand for the three months ended March 31, 2019 and 2018 , respectively.

In addition to amounts due to Think Finance as disclosed above, at March 31, 2019 and December 31, 2018 , the Company had approximately $120 thousand and $119 thousand , respectively, due to related parties, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

NOTE 15—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, Sunny and Today Card 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 2.2 million customers with $7.0 billion in credit. Our current online credit products, Rise, Elastic and Sunny, and our recently test launched Today Card 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, on the Rise and Elastic lines of credit and on the Today Card credit card product. Our revenue primarily consists of finance charges and line of credit fees. 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. Line of credit fees are recognized when they are assessed and recorded to revenue over the life of the loan. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and by our bank partners that license our brands, Republic Bank and FinWise 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. Since their introduction, through March 31, 2019 , Rise, Elastic, Sunny and Today Card, together, have provided approximately $5.5 billion in credit to more than 1.4 million customers and have generally generated strong growth in revenues and loans outstanding. However, revenues for the three months ended March 31, 2019 declined 2% compared to the three months ended March 31, 2018 primarily due to a decline in the effective APR of the combined loans receivable. Our combined loans receivable - principal balances grew 1% from $567.5 million as of March 31, 2018 to $575.1 million as of March 31, 2019 . For additional information about our combined loan balances please see “—Non-GAAP Financial Measures—Combined loan information.”

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 $515 million at March 31, 2019 . See “—Liquidity and Capital Resources—Debt facilities.”

Beginning in the fourth quarter of 2018, the Company also licenses its Rise installment loan brand to a third-party lender, FinWise Bank, which originates Rise installment loans in 16 states. FinWise Bank retains 5% of the balances of all loans originated and then sells a 95% loan participation in those Rise installment loans to a third-party special purpose vehicle, EF SPV, Ltd. ("EF SPV"). We do not own EF SPV, but we have a credit default protection agreement with EF SPV whereby we provide credit protection to the investors in EF SPV against the Rise installment loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, the Company is the primary beneficiary of EF SPV and is required to consolidate the financial results of EF SPV as a VIE in its consolidated financial results. The condensed consolidated financial statements include revenue, losses and loans receivable related to the 95% of Rise installment loans originated by FinWise Bank and sold to EF SPV. These loan participation purchases are funded through a separate financing facility (the "EF SPV Facility"), effective February 1, 2019, and through cash flows from operations generated by EF SPV. The EF SPV Facility has a maximum total borrowing amount available of $150 million.

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. An SPV 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 VIE in its consolidated financial results.

The ESPV Facility has also been amended several times and the original commitment amount of $50 million has grown to $350 million as of March 31, 2019 . 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 . Revenues decreased by $4.0 million , or 2% , from $193.5 million for the three months ended March 31, 2018 to $189.5 million for the three months ended March 31, 2019 primarily due to the decline in the effective APR of the combined loans receivable. Key metrics related to revenue performance 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).

•

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, 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



	As of and for the three months ended March 31,
Revenue metrics (dollars in thousands, except as noted)	2019			2018
Revenues	$	189,504		$	193,537
Period-over-period revenue	(2		)%	24		%
Ending combined loans receivable – principal(1)	575,131			567,464
Average combined loans receivable – principal(1)(2)	609,192			599,214
Total combined loans originated – principal	298,264			309,546
Average customer loan balance (in dollars)(3)	1,577			1,609
Number of new customer loans	50,476			70,135
Ending number of combined loans outstanding	364,679			352,609
Customer acquisition costs (in dollars)	221			295
Effective APR of combined loan portfolio	126		%	130		%

_________

(1)

Combined loans receivable is defined as loans owned by the Company and consolidated VIEs 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 (excluding Today Card as balances are immaterial).

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. Finance charge and fee revenues from the recently test launched Today Card credit card product were immaterial. 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) and the 95% participation in FinWise originated Rise installment loans, but include the full loan balances on CSO loans, which are not presented on our Condensed Consolidated 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 months ended March 31, 2019 and 2018 .



	Three Months Ended March 31, 2019
	Rise (US)			Elastic (US)(1)			Total Domestic			Sunny (UK)			Total
Beginning number of combined loans outstanding	142,758			166,397			309,155			89,449			398,604
New customer loans originated	17,365			4,838			22,203			28,273			50,476
Former customer loans originated	17,791			9			17,800			—			17,800
Attrition	(52,893		)	(25,484		)	(78,377		)	(23,824		)	(102,201		)
Ending number of combined loans outstanding	125,021			145,760			270,781			93,898			364,679
Customer acquisition cost	$	333		$	294		$	324		$	140		$	221
Average customer loan balance	$	2,241		$	1,685		$	1,941		$	527		$	1,577



	Three Months Ended March 31, 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	22,265			20,880			43,145			26,990			70,135
Former customer loans originated	15,383			89			15,472			—			15,472
Attrition	(51,175		)	(23,086		)	(74,261		)	(20,709		)	(94,970		)
Ending number of combined loans outstanding	127,263			138,555			265,818			86,791			352,609
Customer acquisition cost	$	333		$	275		$	305		$	279		$	295
Average customer loan balance	$	2,210		$	1,708		$	1,948		$	571		$	1,609

(1) Includes immaterial balances related to the Today Card, which expanded its test launch in November 2018.

Recent trends. Our revenues for the three months ended March 31, 2019 totaled $189.5 million , a decrease of 2% versus the three months ended March 31, 2018 . This decrease in revenues was primarily driven by a 400 basis points decrease in our effective APR on the combined loans receivable - principal balance as the APR declined to 126% during the three months ended March 31, 2019 from 130% during the comparable prior year period. This decrease in the average APR resulted primarily from a slowdown in new customer marketing as new customer loans typically have a higher APR. We funded approximately 50,000 new customer loans in the first quarter of this year, a decrease of 28% versus the first quarter of 2018. As we disclosed in our 2018 Annual Report on Form 10-K, we chose to moderate our new customer growth this quarter as we wait for the rollout of new credit models during the second quarter of 2019.

Growth in loan balances partially offset the decrease in revenues for the three months ended March 31, 2019 as the number of combined loans outstanding increased 3% over the prior year amount. Our Elastic and Sunny products have approximately 5% and 8% more customer loans outstanding as compared to a year ago, respectively, while the customer loans outstanding for Rise decreased by 2% .

Our CAC was significantly lower in the first quarter of 2019 as compared to the first quarter of 2018 and was below the lower end of our targeted range of $250 to $300. This decrease was attributable to our Sunny product. The Sunny CAC decreased from $279 for the three months ended March 31, 2018 to $140 due to more efficient marketing spend coupled with diminished competition in the UK market. We believe our CAC in future quarters will remain within or below our target range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and benefit from continued less competition in the UK market.

Credit quality



	As of and for the three months ended March 31,
Credit quality metrics (dollars in thousands)	2019			2018
Net charge-offs(1)	$	103,985		$	102,042
Additional provision for loan losses(1)	(16,554		)	(9,900		)
Provision for loan losses	$	87,431		$	92,142
Past due combined loans receivable – principal as a percentage of combined loans receivable – principal(2)	10		%	11		%
Net charge-offs as a percentage of revenues(1)	55		%	53		%
Total provision for loan losses as a percentage of revenues	46		%	48		%
Combined loan loss reserve(3)	$	79,699		$	84,246
Combined loan loss reserve as a percentage of combined loans receivable(4)	13		%	14		%

_________

(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)

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
2019	13%	N/A	N/A	N/A
2018	13%	12%	13%	14%
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 income statement 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. Over the past three years, we have generally incurred annual net charge-offs as a percentage of revenues of approximately 52%.

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 loans originated under the state lending model (including 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, during the past three years we have seen our combined loan loss reserve as a percentage of combined loans receivable fluctuate between approximately 13% and 17% depending on the overall mix of new, former and past due customer loans.

Recent trends. Total loan loss provision for the three months ended March 31, 2019 was 46% of revenues, which was within our targeted range of 45% to 55%, and lower than the 48% for the three months ended March 31, 2018. For the three months ended March 31, 2019 , net charge-offs as a percentage of revenues totaled 55% , which was an increase from 53% in the prior year period. We expect loan loss provision as a percentage of revenues to continue to remain 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 13% and 14% as of March 31, 2019 and March 31, 2018, respectively, reflecting consistency in our underwriting process and ongoing maturation of the loan portfolio. Past due loan balances at March 31, 2019 were 10% of total combined loans receivable - principal, lower than 11% from 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 March 31, 2019 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 is performing consistently with 2017 and within our targeted range of 25% to 30%. We are prioritizing the roll out of our next generation of credit scores and strategies in the first half of 2019 so that we can continue to drive loss rates lower in coming years.

(1) The 2018 and 2019 vintages are not yet fully mature from a loss perspective.

Margins



	Three Months Ended March 31,
Margin metrics (dollars in thousands)	2019			2018

Revenues	$	189,504		$	193,537
Net charge-offs(1)	(103,985		)	(102,042		)
Additional provision for loan losses(1)	16,554			9,900
Direct marketing costs	(11,154		)	(20,695		)
Other cost of sales	(5,060		)	(6,329		)
Gross profit	85,859			74,371
Operating expenses	(47,880		)	(41,742		)
Operating income	$	37,979		$	32,629
As a percentage of revenues:
Net charge-offs	55		%	53		%
Additional provision for loan losses	(9		)	(5		)
Direct marketing costs	6			11
Other cost of sales	3			3
Gross margin	45			38
Operating expenses	25			22
Operating margin	20		%	17		%

_________


(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 while focusing on improving the credit quality and profitability of the portfolios.

Recent operating margin trends . For the three months ended March 31, 2019 , our operating margin was 20% , which was an increase from 17% in the prior year period. This increase was largely due to a higher gross margin driven by lower direct marketing costs and an overall lower loan loss provision due to slower growth and the improved credit quality of the loan portfolio.

Direct marketing costs for the three months ended March 31, 2019 decreased to 6% from 11% in the prior year period. This decrease is due to the moderate growth we are targeting as we focus on rolling out new credit models during the second quarter of 2019. The lower marketing spend, coupled with fewer new customer loans resulted in a quarterly CAC of $221 , which is below the low end of our targeted range of $250 to $300 and lower than the CAC of $295 for the same period in 2018. We expect CAC to continue to be lower than or within our targeted range of $225 to $250 as we continue to optimize the efficiency of our marketing channels and benefit from decreased competition in the UK.

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, adjusted to exclude:


•	Net interest expense, primarily associated with notes payable under the VPC Facility, EF SPV 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 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 March 31,
(Dollars in thousands)	2019			2018
Net income	$	13,358		$	9,483
Adjustments:
Net interest expense	19,219			19,213
Share-based compensation	2,435			1,637
Foreign currency transaction gain	(613		)	(756		)
Depreciation and amortization	4,266			2,715
Non-operating loss	—			38
Income tax expense	6,015			4,651
Adjusted EBITDA	$	44,680		$	36,981

Adjusted EBITDA margin	24		%	19		%

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:



	Three Months Ended March 31,
(Dollars in thousands)	2019			2018

Net cash provided by operating activities(1)	$	97,762		$	83,772
Adjustments:
Net charge-offs – combined principal loans	(81,166		)	(79,603		)
Capital expenditures	(7,105		)	(6,087		)
FCF	$	9,491		$	(1,918	)

_________


(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 March 31,
(Dollars in thousands)	2019			2018

Net charge-offs	$	103,985		$	102,042
Additional provision for loan losses	(16,554		)	(9,900		)
Provision for loan losses	$	87,431		$	92,142

Combined loan information

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. See “—Basis of Presentation and Critical Accounting Policies—Allowance and liability for estimated losses on consumer loans” and “—Basis of Presentation and Critical Accounting Policies—Liability for estimated losses on credit service organization loans.”

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).



	2018												2019
(Dollars in thousands)	March 31			June 30			September 30			December 31			March 31

Company Owned Loans:
Loans receivable – principal, current, company owned	$	471,996		$	493,908		$	525,717		$	543,405		$	491,208
Loans receivable – principal, past due, company owned	60,876			58,949			69,934			68,251			55,286
Loans receivable – principal, total, company owned	532,872			552,857			595,651			611,656			546,494
Loans receivable – finance charges, company owned	31,181			31,519			36,747			41,646			32,491
Loans receivable – company owned	564,053			584,376			632,398			653,302			578,985
Allowance for loan losses on loans receivable, company owned	(80,497		)	(76,575		)	(89,422		)	(91,608		)	(76,457		)
Loans receivable, net, company owned	$	483,556		$	507,801		$	542,976		$	561,694		$	502,528
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	33,469		$	35,114		$	36,649		$	35,529		$	27,941
Loans receivable – principal, past due, guaranteed by company	1,123			1,494			1,661			1,353			696
Loans receivable – principal, total, guaranteed by company(1)	34,592			36,608			38,310			36,882			28,637
Loans receivable – finance charges, guaranteed by company(2)	2,612			2,777			3,103			2,944			2,164
Loans receivable – guaranteed by company	37,204			39,385			41,413			39,826			30,801
Liability for losses on loans receivable, guaranteed by company	(3,749		)	(3,956		)	(4,510		)	(4,444		)	(3,242		)
Loans receivable, net, guaranteed by company(2)	$	33,455		$	35,429		$	36,903		$	35,382		$	27,559
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	505,465		$	529,022		$	562,366		$	578,934		$	519,149
Combined loans receivable – principal, past due	61,999			60,443			71,595			69,604			55,982
Combined loans receivable – principal	567,464			589,465			633,961			648,538			575,131
Combined loans receivable – finance charges	33,793			34,296			39,850			44,590			34,655
Combined loans receivable	$	601,257		$	623,761		$	673,811		$	693,128		$	609,786
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned	$	(80,497	)	$	(76,575	)	$	(89,422	)	$	(91,608	)	$	(76,457	)
Liability for losses on loans receivable, guaranteed by company	(3,749		)	(3,956		)	(4,510		)	(4,444		)	(3,242		)
Combined loan loss reserve	$	(84,246	)	$	(80,531	)	$	(93,932	)	$	(96,052	)	$	(79,699	)
Combined loans receivable – principal, past due(3)	$	61,999		$	60,443		$	71,595		$	69,604		$	55,982
Combined loans receivable – principal(3)	567,464			589,465			633,961			648,538			575,131
Percentage past due(1)	11		%	10		%	11		%	11		%	10		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)	14		%	13		%	14		%	14		%	13		%
Allowance for loan losses as a percentage of loans receivable – company owned	14		%	13		%	14		%	14		%	13		%

_________


(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. Finance charge and fee revenues related to the test launch of the Today Card credit card product were immaterial.

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, the EF SPV Facility that funds Rise installment loans originated by FinWise Bank and the interest expense associated with the ESPV Facility related to the Elastic lines of credit and related Elastic SPV entity. For the three months ended March 31, 2019 and 2018, amortization of the costs of and realized gains from the interest rate caps on the VPC and ESPV Facility are included within Net interest expense.

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

INCOME STATEMENT

The following table sets forth our condensed consolidated income statements data for each of the periods indicated:



	Three Months Ended March 31,
Condensed consolidated income statements data (dollars in thousands)	2019			2018

Revenues	$	189,504		$	193,537
Cost of sales:
Provision for loan losses	87,431			92,142
Direct marketing costs	11,154			20,695
Other cost of sales	5,060			6,329
Total cost of sales	103,645			119,166
Gross profit	85,859			74,371
Operating expenses:
Compensation and benefits	25,710			22,427
Professional services	9,699			8,312
Selling and marketing	1,846			2,952
Occupancy and equipment	5,052			4,119
Depreciation and amortization	4,266			2,715
Other	1,307			1,217
Total operating expenses	47,880			41,742
Operating income	37,979			32,629
Other income (expense):
Net interest expense	(19,219		)	(19,213		)
Foreign currency transaction gain	613			756
Non-operating loss	—			(38		)
Total other expense	(18,606		)	(18,495		)
Income before taxes	19,373			14,134
Income tax expense	6,015			4,651
Net income	$	13,358		$	9,483



	Three Months Ended March 31,
As a percentage of revenues	2019		2018

Cost of sales:
Provision for loan losses	46	%	48	%
Direct marketing costs	6		11
Other cost of sales	3		3
Total cost of sales	55		62
Gross profit	45		38
Operating expenses:
Compensation and benefits	14		12
Professional services	5		4
Selling and marketing	1		2
Occupancy and equipment	3		2
Depreciation and amortization	2		1
Other	1		1
Total operating expenses	25		22
Operating income	20		17
Other income (expense):
Net interest expense	(10	)	(10	)
Foreign currency transaction gain	—		—
Non-operating loss	—		—
Total other expense	(10	)	(10	)
Income before taxes	10		7
Income tax expense	3		2
Net income	7	%	5	%

Comparison of the three months ended March 31, 2019 and 2018

Revenues



	Three Months Ended March 31,
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Finance charges	$	188,989	100	%	$	192,258	99	%	$	(3,269	)	(2	)%
Other	515		—		1,279		1		(764		)	(60	)
Revenues	$	189,504	100	%	$	193,537	100	%	$	(4,033	)	(2	)%

Revenues decreased by $4.0 million , or 2% , from $193.5 million for the three months ended March 31, 2018 to $189.5 million for the three months ended March 31, 2019 . This decrease in revenues was primarily due to a decline in the effective APR of the combined loans receivable, partially offset by an increase in our average combined loans receivable - principal balance, as illustrated in the tables below. The decrease in Other revenues is due 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 March 31, 2019
(Dollars in thousands)	Rise(1)			Elastic(2)			Total Domestic			Sunny			Total

Average combined loans receivable – principal(3)	$	290,450		$	266,396		$	556,846		$	52,346		$	609,192
Effective APR	132		%	99		%	116		%	228		%	126		%
Finance charges	$	94,885		$	64,733		$	159,618		$	29,371		$	188,989
Other	351			96			447			68			515
Total revenue	$	95,236		$	64,829		$	160,065		$	29,439		$	189,504

	Three Months Ended March 31, 2018
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(3)	$	301,985		$	245,381		$	547,366		$	51,848		$	599,214
Effective APR	139		%	97		%	120		%	236		%	130		%
Finance charges	$	103,208		$	58,903		$	162,111		$	30,147		$	192,258
Other	830			365			1,195			84			1,279
Total revenue	$	104,038		$	59,268		$	163,306		$	30,231		$	193,537

_________

(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) Includes immaterial balances related to the Today Card, which expanded its test launch in November 2018.

(3) 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.

Our average APR dropped from 130% in the first quarter of 2018 to 126% for the first quarter of 2019. The reduction in APR for the three months ended March 31, 2019 as compared to the prior year period resulted in a $5.9 million reduction in finance charges primarily due to a slowdown in new customer marketing as new customer loans typically have a higher APR. This decrease was partially offset by a $3.1 million increase in finance charges that resulted from a $10.0 million increase in the average combined loans receivable - principal during the three months ended March 31, 2019 compared to the same prior year period.

Cost of sales



	Three Months Ended March 31,								Period-to-period change
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Cost of sales:
Provision for loan losses	$	87,431	46	%	$	92,142	48	%	$	(4,711	)	(5	)%
Direct marketing costs	11,154		6		20,695		11		(9,541		)	(46	)
Other cost of sales	5,060		3		6,329		3		(1,269		)	(20	)
Total cost of sales	$	103,645	55	%	$	119,166	62	%	$	(15,521	)	(13	)%

Provision for loan losses . Provision for loan losses decreased by $4.7 million , or 5% , from $92.1 million for the three months ended March 31, 2018 to $87.4 million for the three months ended March 31, 2019 primarily due to a decrease of $6.7 million in the additional provision for loan losses resulting from the improved credit quality. This decrease was offset by a $1.9 million increase in net charge-offs resulting from an increase in the overall loan portfolio as compared to the prior year.

The tables below break out these changes by loan product:



	Three Months Ended March 31, 2019
(Dollars in thousands)	Rise			Elastic(1)			Total Domestic			Sunny			Total

Combined loan loss reserve(2):
Beginning balance	$	50,597		$	36,050		$	86,647		$	9,405		$	96,052
Net charge-offs	(57,040		)	(37,271		)	(94,311		)	(9,674		)	(103,985		)
Provision for loan losses	45,793			29,562			75,355			12,076			87,431
Effect of foreign currency	—			—			—			201			201
Ending balance	$	39,350		$	28,341		$	67,691		$	12,008		$	79,699
Combined loans receivable(2)(3)	$	298,759		$	256,618		$	555,377		$	54,409		$	609,786
Combined loan loss reserve as a percentage of ending combined loans receivable	13		%	11		%	12		%	22		%	13		%
Net charge-offs as a percentage of revenues	60		%	57		%	59		%	33		%	55		%
Provision for loan losses as a percentage of revenues	48		%	46		%	47		%	41		%	46		%



	Three Months Ended March 31, 2018
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(2):
Beginning balance	$	55,867		$	28,870		$	84,737		$	9,052		$	93,789
Net charge-offs	(63,447		)	(29,685		)	(93,132		)	(8,910		)	(102,042		)
Provision for loan losses	51,789			28,913			80,702			11,440			92,142
Effect of foreign currency	—			—			—			357			357
Ending balance	$	44,209		$	28,098		$	72,307		$	11,939		$	84,246
Combined loans receivable(2)(3)	$	299,992		$	246,926		$	546,918		$	54,339		$	601,257
Combined loan loss reserve as a percentage of ending combined loans receivable	15		%	11		%	13		%	22		%	14		%
Net charge-offs as a percentage of revenues	61		%	50		%	57		%	29		%	53		%
Provision for loan losses as a percentage of revenues	50		%	49		%	49		%	38		%	48		%

_________

(1) Includes immaterial balances related to the Today Card, which expanded its test launch in November 2018.

(2) 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.

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

Net charge-offs increased $1.9 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 , due to the overall loan growth in the portfolio, with the primary increase attributed to the Elastic product (which was our fastest growing product). Net charge-offs as a percentage of revenues for the three months ended March 31, 2019 was 55% , an increase from 53% for the comparable period in 2018. Loan loss provision for the three months ended March 31, 2019 totaled 46% of revenues, lower than 48% for the three months ended March 31, 2018 .

Direct marketing costs . Direct marketing costs decreased by $9.5 million , or 46% , from $20.7 million for the three months ended March 31, 2018 to $11.2 million for the three months ended March 31, 2019 . We intentionally decreased direct marketing costs in the first quarter of 2019 as we focused on rolling out new credit models during the second quarter of 2019. For the three months ended March 31, 2019 , the number of new customers acquired decreased to 50,476 compared to 70,135 during the three months ended March 31, 2018 . As we roll out the new credit models beginning in the second quarter of 2019, we expect direct marketing costs to be comparable to direct marketing costs incurred in the second quarter of 2018 along with a corresponding increase in new customer loans.

Other cost of sales . Other cost of sales decreased by $1.3 million , or 20% , from $6.3 million for the three months ended March 31, 2018 to $5.1 million for the three months ended March 31, 2019 due to decreased data verification costs incurred from the lower new customer loan volume for the Rise and Elastic products, partially offset by increased affordability claim settlement expenses primarily related to the Sunny product.

Operating expenses



	Three Months Ended March 31,								Period-to-period change
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Operating expenses:
Compensation and benefits	$	25,710	14	%	$	22,427	12	%	$	3,283		15	%
Professional services	9,699		5		8,312		4		1,387			17
Selling and marketing	1,846		1		2,952		2		(1,106		)	(37	)
Occupancy and equipment	5,052		3		4,119		2		933			23
Depreciation and amortization	4,266		2		2,715		1		1,551			57
Other	1,307		1		1,217		1		90			7
Total operating expenses	$	47,880	25	%	$	41,742	22	%	$	6,138		15	%

Compensation and benefits . Compensation and benefits increased by $3.3 million , or 15% , from $22.4 million for the three months ended March 31, 2018 to $25.7 million for the three months ended March 31, 2019 primarily due to an increase in the number of employees as we continue to grow our business.

Professional services . Professional services increased by $1.4 million , or 17% , from $8.3 million for the three months ended March 31, 2018 to $9.7 million for the three months ended March 31, 2019 primarily due to increased legal expenses related to various corporate and regulatory matters and other outside services.

Selling and marketing . Selling and marketing decreased by $1.1 million , or 37% , from $3.0 million for the three months ended March 31, 2018 to $1.8 million for the three months ended March 31, 2019 primarily due to decreased marketing agency fees.

Occupancy and equipment . Occupancy and equipment increased by $0.9 million , or 23% , from $4.1 million for the three months ended March 31, 2018 to $5.1 million for the three months ended March 31, 2019 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 $1.6 million , or 57% , from $2.7 million for the three months ended March 31, 2018 to $4.3 million for the three months ended March 31, 2019 primarily due to increased purchases of property and equipment, including depreciation associated with our Today Card platform, which we launched late in the fourth quarter of 2018.

Net interest expense



	Three Months Ended March 31,								Period-to-period change
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net interest expense	$	19,219	10	%	$	19,213	10	%	$	6	—	%

Net interest expense remained flat during the three months ended March 31, 2019 as compared to the prior year period. At March 31, 2018 , we had an average balance of $521.7 million in notes payable outstanding under our debt facilities, which increased to $571.1 million at March 31, 2019 , resulting in additional interest expense of approximately $1.8 million. Our average effective interest rate on our notes payable outstanding has decreased from 14.9% for the three months ended March 31, 2018 to 13.6% for the three months ended March 31, 2019, resulting in a decrease in interest expense of approximately $1.2 million.

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



	Three Months Ended March 31,
(Dollars in thousands)	2019			2018

VPC Facility
Average facility balance during the period	$	286,857		$	306,605
Net interest expense	8,691			11,213
Effective cost of funds	12.3		%	14.8		%

EF SPV Facility
Average facility balance during the period	$	45,833		N/A
Net interest expense	1,274			N/A
Effective cost of funds	11.3		%	N/A

ESPV Facility
Average facility balance during the period	$	238,400		$	215,111
Net interest expense	9,254			8,000
Effective cost of funds	15.7		%	15.1		%

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. The interest rate caps matured on February 1, 2019. Additionally, effective February 1, 2019, the VPC Facility and ESPV Facility were amended and a new facility, the EF SPV Facility, was created. The amended facilities included reductions to the interest rates paid on our debt in addition to other changes. The reduction in interest rates was effective February 1, 2019 for the VPC Facility and the EF SPV Facility. The reduction in interest rates for the ESPV Facility will be effective July 1, 2019. All existing debt outstanding under these facilities (excluding the 4th Tranche Term Note of $35.1 million under the VPC Facility) will have an effective cost of funds of approximately 10.3%. As a result, we expect interest expense in the second and third quarters of 2019 to be less than interest expense in the first quarter of 2019 and lower than the prior year comparable periods. See "-Liquidity and Capital Resources-Debt facilities" for more information.

Foreign currency transaction gain

During the three months ended March 31, 2019 , we realized a $0.6 million gain 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 March 31, 2018 was $0.8 million .

Non-operating loss

During the three months ended March 31, 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. No non-operating gains or losses were recognized in the three months ended March 31, 2019.

Income tax expense



	Three Months Ended March 31,								Period-to-period change
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Income tax expense	$	6,015	3	%	$	4,651	2	%	$	1,364	29	%

Our income tax expense increased $1.4 million , or 29% , from a $4.7 million expense for the three months ended March 31, 2018 to $6.0 million expense for the three months ended March 31, 2019 . Our consolidated effective tax rates for the three months ended March 31, 2019 and 2018 were 31% and 33%, respectively. Our effective tax rates are different from the standard corporate federal income tax rate of 21% in the US primarily due to our permanent non-deductible items, corporate state tax obligations in the states where we have lending activities and, starting January 1, 2019, the impact of the Global Intangible Low-Taxed Income ("GILTI") provision of the December 22, 2017 Tax Cuts and Jobs Act. The Company's US cash effective tax rate was approximately 2% for the first quarter of 2019. 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 condensed consolidated financial statements for the three months ended March 31, 2019 and 2018 .

Net income



	Three Months Ended March 31,								Period-to-period change
	2019				2018				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net income	$	13,358	7	%	$	9,483	5	%	$	3,875	41	%

Our net income increased $3.9 million , or 41% , from $9.5 million for the three months ended March 31, 2018 to $13.4 million for the three months ended March 31, 2019 due to lower loan loss provision expense resulting from improved credit quality.

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

VPC Facility Term Notes

On January 30, 2014, we entered into the VPC Facility in order to fund our Rise and Sunny products and provide working capital. The VPC Facility has been amended several times, with the most recent amendment effective February 1, 2019, 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 March 31, 2019:

•


•	A maximum borrowing amount of $35 million used to fund working capital at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% (“4 ^th Tranche Term Note”) as of March 31, 2019 . The interest rate at March 31, 2019 and December 31, 2018 was 15.73% and 15.74% , respectively. There was no change in the interest rate paid on this facility upon the February 1, 2019 amendment.


•	A revolving feature which provides the option to pay down up to 20% of the outstanding balance, excluding the 4 ^th Tranche Term Note, once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity. The revolving feature was utilized on March 29, 2019 with a paydown of $25 million on the US Term Note.

There are no principal payments due or scheduled under the VPC Facility until the respective maturity dates of the US Term Note, the UK Term Note and the 4 ^th Tranche Term Note. The 4 ^th Tranche Term Note matures on February 1, 2021. The US Term Note and the UK Term Note mature on January 1, 2024.

All of our assets are pledged as collateral to secure the VPC Facility. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants as of March 31, 2019 .

EF SPV Facility

EF SPV Term Note

On February 1, 2019, we entered into the EF SPV Facility in order to fund the EF SPV participation purchases of Rise installment loans from a third-party lender. Prior to the execution of the agreement with VPC, EF SPV was a borrower on the US Term Note under the VPC Facility. FinWise Bank retains 5% of the balances of all loans originated and sells a 95% loan participation in the Rise installment loans. The EF SPV Term Note has a $150 million commitment amount. The interest rate on the $53.0 million outstanding balance at March 31, 2019 was 10.23% and is fixed through the maturity date of January 1, 2024. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The EF SPV Term Note has a revolving feature which provides the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity. There are no principal payments due or scheduled prior to the maturity date of January 1, 2024.

All of our assets are pledged as collateral to secure the EF SPV Term Note. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants as of March 31, 2019 .

ESPV Facility

ESPV Term Note

Elastic SPV receives its funding from VPC in the ESPV Facility, which was finalized on July 13, 2015 and amended effective February 1, 2019. The ESPV Facility has a maximum borrowing amount of $350 million used to purchase loan participations from a third-party lender. Prior to the February 1, 2019 amendment, the interest rate paid on this facility was 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 . This resulted in a blended interest rate paid of 14.65% on debt outstanding under this facility at December 31, 2018 . Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75% ). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date will be 10.23% (base rate of 2.73% plus 7.50% ). All future borrowings under this facility after July 1, 2019 will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1% ) plus 7.5% . The interest rate on the outstanding balance at March 31, 2019 was 15.48% . The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the $216 million then outstanding. The interest rate cap matured on February 1, 2019. There are no principal payments due or scheduled until the credit facility maturity date of January 1, 2024. The ESPV Term Note has a revolving feature which provides the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity. The revolving feature was utilized on March 29, 2019 with a paydown of $18 million on the ESPV Term Note.

All of our assets are pledged as collateral to secure the ESPV Facility. The agreement contains customary financial covenants, including minimum cash and excess spread requirements, maximum roll rate and charge-off rate levels, maximum loan-to-value ratios and a minimum book value of equity requirement. We were in compliance with all covenants as of March 31, 2019 .

Outstanding Notes Payable

The outstanding balance of notes payable as of March 31, 2019 is as follows:



(Dollars in thousands)	March 31, 2019
US Term Note bearing interest at the base rate + 7.5%	$	182,000
UK Term Note bearing interest at the base rate + 7.5%	39,485
4th Tranche Term Note bearing interest at 3-month LIBOR + 13%	35,050
EF SPV Term Note bearing interest at the base rate + 7.5%	53,000
ESPV Term Note bearing interest at the base rate + 12-13.5%	221,000
Total	$	530,535

The following table presents the future debt maturities as of March 31, 2019 :



Year (dollars in thousands)	March 31, 2019
Remainder of 2019	$	—
2020	—
2021	35,050
2022	—
2023	—
Thereafter	495,485
Total	$	530,535

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 three months ended March 31,
(Dollars in thousands)	2019			2018

Cash and cash equivalents	$	97,153		$	87,860
Restricted cash	2,493			1,597
Loans receivable, net	502,528			483,556
Cash provided by (used in):
Operating activities	97,762			83,772
Investing activities	(23,737		)	(42,302		)
Financing activities	(35,525		)	4,892

Our cash and cash equivalents at March 31, 2019 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents 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 $97.8 million in cash from our operating activities for the three months ended March 31, 2019 , primarily from revenues derived from our loan portfolio. This was up $14.0 million from the $83.8 million of cash provided by operating activities during the three months ended March 31, 2018 . This increase was the result of the expansion of our gross margin, which contributed to the $3.9 million increase in our net income for the three months ended March 31, 2019 compared to the same prior year period.

Net cash used in investing activities

For the three months ended March 31, 2019 and 2018 , cash used in investing activities was $23.7 million and $42.3 million , respectively. The increase was primarily due to a decrease in net loans issued to customers. The following table summarizes cash used in investing activities for the periods indicated:



	For the three months ended March 31,
(Dollars in thousands)	2019			2018

Cash used in investing activities
Net loans issued to consumers, less repayments	$	(15,427	)	$	(34,739	)
Participation premium paid	(1,205		)	(1,476		)
Purchases of property and equipment	(7,105		)	(6,087		)
	$	(23,737	)	$	(42,302	)

Net cash provided by (used in) financing activities

Cash flows from financing activities primarily include cash received from issuing notes payable, payments on notes payable, and activity related to stock awards. For the three months ended March 31, 2019 and 2018 , cash provided by (used in) financing activities was $(35.5) million and $4.9 million , respectively. The following table summarizes cash provided by (used in) financing activities for the periods indicated:



	For the three months ended March 31,
(Dollars in thousands)	2019			2018

Cash provided by (used in) financing activities
Proceeds from issuance of Notes payable, net	$	9,843		$	8,000
Payments on Notes payable	(43,000		)	—
Amendment Fee on ESPV Facility	(2,390		)	—
Cash paid for interest rate caps	—			(1,367		)
Settlement of derivative liability	—			(2,010		)
Proceeds from issuance of stock, net	26			269
Other activities	(4		)	—
	$	(35,525	)	$	4,892

The decrease in cash provided by financing activities for the three months ended March 31, 2019 versus the comparable period of 2018 was primarily due to payments made on notes payable made during 2019.

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 three months ended March 31,
(Dollars in thousands)	2019			2018

Net cash provided by operating activities	$	97,762		$	83,772
Adjustments:
Net charge-offs – combined principal loans	(81,166		)	(79,603		)
Capital expenditures	(7,105		)	(6,087		)
FCF	$	9,491		$	(1,918	)

Our FCF was $9.5 million for the first three months of 2019 compared to negative $1.9 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 three months of 2019 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, EF SPV 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, 2018, with the exception of the 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.

During the year ended December 31, 2018, our 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 our evidence supports the affordability assessment and we reject 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 and fourth quarters of 2018 resulting in a significant increase in affordability claims against all companies in the industry during this period. We believe that many of the increased claims 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, began 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 March 31, 2019, we accrued approximately $1.1 million 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, our estimates may change in the near term and the effect of any such change could be material to the financial statements. We continue 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 recognize consumer loan fees as revenues for each of the loan products we offer. Revenues on the Condensed Consolidated Statements of Operations include: finance charges, lines of credit fees, fees for services provided through CSO programs (“CSO fees”), and interest, as well as any other fees or charges permitted by applicable laws and pursuant to the agreement with the borrower. We also record 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 we or our 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 Rise bank-originated loans and from CSO fees related to the Rise product. Revenues related to these fees are recognized when the service is performed.

We accrue finance charges on installment loans on a constant yield basis over their terms. We accrue and defer fixed charges such as CSO fees and lines of credit fees when they are assessed and recognize them to earnings as they are earned over the life of the loan. We accrue interest on credit cards based on the amount of the loan outstanding and their contractual interest rate. Credit card membership fees are amortized to revenue over the card membership period. Other credit card fees, such as late payment fees and returned payment fees, are accrued when assessed. We do not accrue finance charges and other fees on installment loans or lines of credit for which payment is greater than 60 days past due. Credit card interest charges are recognized based on the contractual provisions of the underlying arrangements and are not accrued for which payment is greater than 90 days past due. 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. Credit cards have a grace period of 25 days. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. Payments are generally first applied to accrued fees and interest, and then to the principal loan balance.

Our business is affected by seasonality, which can cause significant changes in portfolio size and profit margins from quarter to quarter. Although this seasonality does not impact our policies for revenue recognition, it does generally impact our results of operations by potentially causing an increase in its profit margins in the first quarter of the year and decreased margins in the second through fourth quarters.

Allowance and liability for estimated losses on consumer loans

We have adopted Financial Accounting Standards Board (“FASB”) guidance for disclosures about the credit quality of financing receivables and the allowance for loan losses (“allowance”). We maintain an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. We primarily utilize historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but we also consider recent collection and delinquency trends, as well as macro-economic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, the estimate of the allowance for loan losses is subject to change in the near-term and could significantly impact the consolidated financial statements. If a loan is deemed to be uncollectible before it is fully reserved, it is charged-off at that time. For loans classified as TDRs, impairment is typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate.

We classify loans as either current or past due. An installment loan or line of credit 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. Credit card customers have a 25-day grace period for each payment. 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. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Increases in the allowance are created by recording a Provision for loan losses in the Condensed Consolidated Statements of Operations. Installment loans and lines of credit are charged off, which reduces the allowance, when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off, which reduces the allowance, when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses 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 2018 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

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences and benefits attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

Relative to uncertain tax positions, we accrue for losses we believe are probable and can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. If the amounts recorded are not realized or if penalties and interest are incurred, we have elected to record all amounts within income tax expense.

We have no recorded liabilities for US uncertain tax positions at March 31, 2019 and December 31, 2018. Tax periods from fiscal years 2014 to 2018 remain open and subject to examination for US federal and state tax purposes. As we had no operations nor had filed US federal tax returns prior to May 1, 2014, there are no other US federal or state tax years subject to examination.

For UK taxes, tax periods from fiscal years 2010 to 2018 remain open and subject to examination. We had an uncertain tax position at December 31, 2017 that was resolved and released during the year ended December 31, 2018. There are no additional UK uncertain tax positions at March 31, 2019.

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, and the addition of a repatriation tax on any accumulated offshore earnings and profit.

The Tax Reform also included a new “Mandatory Repatriation” that required a one-time tax on shareholders of Specific Foreign Corporations (“SFCs”). The one-time tax was imposed using the Subpart F rules to require US shareholders to include in income the pro rata share of their SFC’s previously untaxed accumulated post 1986 deferred foreign income. Our SFC, ECI, had an accumulated earnings and profit ("E&P") deficit at December 31, 2017, and therefore, we had no US impact from the new mandatory repatriation law.

Additionally, tax reform included a new anti-deferral provision, similar to the subpart F provision, requiring a US shareholder of Controlled Foreign Corporation’s (“CFC”) to include in income annually its pro rata share of a CFC’s “global intangible low-taxed income” (“GILTI”). Our SFC, ECI, qualifies as a CFC, and as such, requires a GILTI inclusion in the applicable tax year. ECI has a US tax year end of November 30. We have elected to treat GILTI as a period cost, and therefore, will recognize those taxes as expenses in the period incurred.

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

On January 11, 2018, we and ESPV each entered into one interest rate cap transaction with a counterparty to mitigate the floating rate interest risk on a portion of the debt underlying the Rise and Elastic portfolios, respectively, which matured on February 1, 2019. The interest rate caps were designated as cash flow hedges against expected future cash flows attributable to future interest payments on debt facilities held by each entity. We initially reported the gains or losses related to the hedges as a component of Accumulated other comprehensive income in the Consolidated Balance Sheets in the period incurred and subsequently reclassified the interest rate caps’ gains or losses to interest expense when the hedged expenses were recorded. We excluded the change in the time value of the interest rate caps in its assessment of their hedge effectiveness. We present the cash flows from cash flow hedges in the same category in the 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. Our hedging program is not designed for trading or speculative purposes.

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 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. The Company has adopted all of the amendments of ASU 2018-09 as of January 1, 2019 on a modified retrospective basis. The adoption of ASU 2018-09 did not have a material impact on the Company's condensed consolidated financial statements.

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 elected to adopt the transition method in ASU 2018-11 by applying the practical expedient prospectively at January 1, 2019. The Company also elected to apply the optional practical expedient package to not reassess existing or expired contracts for lease components, lease classification, or initial direct costs. The adoption of ASU 2016-02, as amended, resulted in the recognition of approximately $11.5 million and $15.4 million additional right of use assets and liabilities for operating leases, respectively, but did not have a material impact on the Company's condensed consolidated income statements.

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 arrangements or enter into exchange rate hedging arrangements to manage the risks described below.

Interest rate sensitivity

Our cash and cash equivalents as of March 31, 2019 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 APRs associated with these loans, we do not believe there is any interest rate sensitivity associated with our customer loan portfolio.

Prior to February 1, 2019, our VPC Facility and ESPV Facility were variable rate in nature and tied to the 3-month LIBOR rate. In January 2018, the Company and ESPV each 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, respectively. These interest rate caps matured on February 1, 2019. On February 1, 2019, the VPC and ESPV Facilities were amended and a new EF SPV Facility was added. As part of these amendments, the base interest rate on existing debt outstanding (excluding the $35 million 4 ^th Tranche Term Note) on February 1, 2019 was locked to the 3-month LIBOR as of February 1, 2019 for five years of 2.27% and additional borrowings after February 1, 2019 will be subject to the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%.

Any increase in the 3-month LIBOR rate on future borrowings will result in an increase in our net interest expense. The outstanding balance of our VPC Facility at March 31, 2019 was $256.5 million and the balance at December 31, 2018 was $324.2 million. The outstanding balance of our EF SPV Facility was $53 million at March 31, 2019 and there was no balance at December 31, 2018. The outstanding balance of our ESPV Facility was $221.0 million and $239.0 million at March 31, 2019 and December 31, 2018 , respectively. Based on the average outstanding indebtedness through the three months ended March 31, 2019 , a 1% (100 basis points) increase in interest rates would have only increased our interest expense by approximately $0.1 million for the period as all of our existing debt outstanding has a fixed interest rate through maturity.

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 of approximately $0.6 million and $0.8 million during the three months ended March 31, 2019 and 2018, respectively. We currently do not engage in any foreign exchange hedging activity but may do so in the future.

At March 31, 2019 , our GBP-denominated net assets were approximately $65.6 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 $6.6 million. During the three months ended March 31, 2019 , the GBP-denominated pre-tax income was approximately $2.4 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 $0.2 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

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

I tem 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.

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, 2018, except as set forth below.

The consumer lending industry continues to be subjected to new laws and regulations in many jurisdictions that could restrict the consumer lending products and services we offer, impose additional compliance costs on us, render our current operations unprofitable or even prohibit our current operations.

Both state and federal governments in the US and regulatory bodies in the UK may seek to impose new laws, regulatory restrictions or licensing requirements that affect the products or services we offer, the terms on which we may offer them, and the disclosure, compliance and reporting obligations we must fulfill in connection with our lending business. They may also interpret or enforce existing requirements in new ways that could restrict our ability to continue our current methods of operation or to expand operations, impose significant additional compliance costs and may have a negative effect on our business, prospects, results of operations, financial condition or cash flows. In some cases, these measures could even directly prohibit some or all of our current business activities in certain jurisdictions, or render them unprofitable or impractical to continue.

In recent years, consumer loans, and in particular the category commonly referred to as “payday loans,” have come under increased regulatory scrutiny that has resulted in increasingly restrictive regulations and legislation that makes offering consumer loans in certain states in the US or the UK less profitable or unattractive. On October 5, 2017 the Consumer Financial Protection Bureau (the "CFPB") issued a final rule covering loans that require consumers to repay all or most of the debt at once, including payday loans, auto title loans, deposit advance products, longer-term loans with balloon payments and any loan with an annual percentage rate over 36% that includes authorization for the lender to access the borrower’s checking or prepaid account (the "2017 Rule"). See "—The CFPB issued proposed revisions to its 2017 rules affecting the consumer lending industry, and these or subsequent new rules and regulations, if they are finalized, may impact our US consumer lending business" for more information.

On July 30, 2018, the governor of Ohio signed legislation that places limits on short-term loans and extensions of credit. The legislation sets specific limits for the 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. 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.

We also expect that further new laws and regulations will be promulgated in the UK that could impact our business operations. See “—The UK has imposed, and continues to impose, increased regulation of the high-cost short-term credit industry with the stated expectation that some firms will exit the market” for additional information.

In order to serve our non-prime customers profitably we need to sufficiently price the risk of the transaction into the annual percentage rate (“APR”) of our loans. If individual states or the US federal government or regulators in the UK impose rate caps lower than those at which we can operate our current business profitably or otherwise impose stricter limits on non-prime lending, we would need to exit such states or dramatically reduce our rate of growth by limiting our products to customers with higher creditworthiness. On April 30, 2019, Senator Dick Durbin reintroduced a bill that would create a national interest rate cap of 36% on consumer loans. The "Protecting Consumers from Unreasonable Credit Rates Act of 2019" is co-sponsored by Senators Jeff Merkley, Sheldon Whitehouse, and Richard Blumenthal. Previous versions have been proposed in 2009, 2013, 2015 and 2017, but the bill has never made it to the House or Senate floor.

Furthermore, legislative or regulatory actions may be influenced by negative perceptions of us and our industry, even if such negative perceptions are inaccurate, attributable to conduct by third parties not affiliated with us (such as other industry members) or attributable to matters not specific to our industry.

Any of these or other legislative or regulatory actions that affect our consumer loan business at the national, state, international and local level could, if enacted or interpreted differently, have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows and prohibit or directly or indirectly impair our ability to continue current operations.

A decline in economic conditions could result in decreased demand for our loans or cause our customers’ default rates to increase, harming our operating results.

Uncertainty and negative trends in general economic conditions in the US and abroad, including significant tightening of credit markets and a general decline in the value of real property, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may impact our consolidated results of operations or financial condition or affect our borrowers’ willingness or capacity to make payments on their loans. These factors include: unemployment levels, housing markets, rising living expenses, energy costs and interest rates, as well as major medical expenses, divorce or death that affect our borrowers. If the US or UK economies experience a downturn, or if we become affected by other events beyond our control, we may experience a significant reduction in revenues, earnings and cash flows, difficulties accessing capital and a deterioration in the value of our investments.

We are also monitoring developments related to the decision by the UK government to leave the European Union (often referred to as "Brexit"), which could have significant implications for our UK business. In March 2017, the UK began the official process to leave the European Union by November 2019. The instability surrounding Brexit and Brexit itself could lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, as well as new and uncertain laws, regulations and licensing requirements for the Company as the UK determines which EU laws to replace or replicate. For example, see "—The use of personal data in credit underwriting is highly regulated." Any of these effects of Brexit, among others, could adversely affect our operating results.

Credit quality is driven by the ability and willingness of customers to make their loan payments. If customers face rising unemployment or reduced wages, defaults may increase. Similarly, if customers experience rising living expenses (for instance due to rising gas, energy, or food costs) they may be unable to make loan payments. An economic slowdown could also result in a decreased number of loans being made to customers due to higher unemployment or an increase in loan defaults in our loan products. The underwriting standards used for our products may need to be tightened in response to such conditions, which could reduce loan balances, and collecting defaulted loans could become more difficult, which could lead to an increase in loan losses. If a customer defaults on a loan, the loan enters a collections process where, including as a result of contractual agreements with the originating lenders, our systems and collections teams initiate contact with the customer for payments owed. If a loan is subsequently charged off, the loan is generally sold to a third-party collection agency and the resulting proceeds from such sales comprise only a small fraction of the remaining amount payable on the loan.

There can be no assurance that economic conditions will remain favorable for our business or that demand for loans or default rates by customers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenues, while increased default rates by customers may inhibit our access to capital, hinder the growth of the loan portfolio attributable to our products and negatively impact our profitability. Either such result could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

Item 6. Exhibits



Exhibit number	Description
3.1#	Amended and Restated Bylaws. (1)
10.1 ∞	Fifth Amended and Restated Financing Agreement dated February 7, 2019 by and among Rise SPV, LLC, Today Card LLC, 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 administrative agent and collateral agent.
10.2#	Amended and Restated Financing Agreement dated February 7, 2019 by and among Elastic SPV, Ltd. as borrower, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as administrative agent and collateral agent. (1)
10.3	Financing Agreement dated February 7, 2019 by and among EF SPV, Ltd. as borrower, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as administrative agent and collateral agent.
10.4 ∞	First Amendment to Office Lease dated March 25, 2019 by and between COP-Spectrum Center, LLC as landlord and Elevate Credit, Inc. as tenant.
10.5 ∞	Amendment to Amended and Restated Special Limited Agency Agreement dated April 1, 2019 between First Financial Loan Company, LLC as lender and Rise Credit Service of Texas, LLC as CSO.
10.6	First Amendment to Credit Default Protection Agreement dated April 24, 2019 by and between Elastic SPV, Ltd. and Elastic Louisville, LLC.
10.7#	Fourth Amendment to Services Agreement, dated January 25, 2019, by and between NCP Finance Ohio, LLC and Elevate Credit Service, LLC. (2)
10.8+#	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Kenneth E. Rees and Elevate Credit Service, LLC. (3)
10.9+#	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Jason Harvison and Elevate Credit Service, LLC. (3)
10.10+#	Third Amendment to Employment, Confidentiality and Non-Compete Agreement, dated January 24, 2019, by and between Christopher Lutes and Elevate Credit Service, LLC. (3)
10.11+#	Elevate 2016 Omnibus Incentive Plan, as amended. (3)
10.12+#	Elevate 2014 Equity Incentive Plan, as amended. (3)
10.13+#	Elevate 2016 Employee Stock Purchase Plan, as amended. (3)
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.



#		Previously filed.
∞		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.
+		Indicates a management contract or compensatory plan.
&		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:	May 10, 2019	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Date:	May 10, 2019	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)

FIFTH AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of February 7, 2019

by and among

RISE SPV, LLC, a Delaware limited liability company, and TODAY CARD, LLC, a Delaware limited liability company, 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

[****] = 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

TABLE OF CONTENTS

Page



ARTICLE 1 DEFINITIONS; CERTAIN TERMS			2
	Section 1.1	Definitions	2
	Section 1.2	Terms Generally	38
	Section 1.3	Accounting and Other Terms	39
	Section 1.4	Borrower Representative	39
	Section 1.5	Payments in Foreign Currencies	39
	Section 1.6	Exchange Rates	40
	Section 1.7	Judgment Currency	40
ARTICLE 2 BORROWERS’ AUTHORIZATION OF ISSUE			41
	Section 2.1	Senior Secured Term Notes; Senior Secured UK Term Notes; Senior Secured Fourth Tranche US Last Out Term Notes	41
	Section 2.2	Interest	47
	Section 2.3	Redemptions and Payments.	49
	Section 2.4	Payments	53
	Section 2.5	Dispute Resolution	54
	Section 2.6	Taxes.	54
	Section 2.7	Reissuance	57
	Section 2.8	Register	57
	Section 2.9	Maintenance of Register	58
	Section 2.10	Monthly Maintenance Fee	58
ARTICLE 3 FIFTH RESTATEMENT CLOSING			58
	Section 3.1	Fifth Restatement Closing	58
ARTICLE 4 INTENTIONALLY OMITTED			59
ARTICLE 5 CONDITIONS TO FIFTH RESTATEMENT CLOSING AND EACH lENDER’S OBLIGATION TO PURCHASE			59
	Section 5.1	Fifth Restatement Closing	59
	Section 5.2	Subsequent Draws	62
ARTICLE 6 RESERVED			63
ARTICLE 7 CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES			63
	Section 7.1	Organization and Qualification	63
	Section 7.2	Authorization; Enforcement; Validity	64
	Section 7.3	Issuance of Securities	64
	Section 7.4	No Conflicts	64
	Section 7.5	Consents	65
	Section 7.6	Subsidiary Rights	65
	Section 7.7	Equity Capitalization	65
	Section 7.8	Indebtedness and Other Contracts	66
	Section 7.9	Off Balance Sheet Arrangements	66
	Section 7.10	Ranking of Notes	66



	Section 7.11	Title	66
	Section 7.12	Intellectual Property Rights	67
	Section 7.13	Creation, Perfection, and Priority of Liens	67
	Section 7.14	Absence of Certain Changes; Insolvency	67
	Section 7.15	Absence of Proceedings	68
	Section 7.16	No Undisclosed Events, Liabilities, Developments or Circumstances	68
	Section 7.17	No Disagreements with Accountants and Lawyers	68
	Section 7.18	No General Solicitation; Placement Agent’s Fees	69
	Section 7.19	Reserved	69
	Section 7.20	Tax Status	69
	Section 7.21	Transfer Taxes	69
	Section 7.22	Conduct of Business; Compliance with Laws; Regulatory Permits	70
	Section 7.23	Foreign Corrupt Practices	70
	Section 7.24	Reserved	71
	Section 7.25	Environmental Laws	71
	Section 7.26	Margin Stock	71
	Section 7.27	ERISA; Pension Schemes	71
	Section 7.28	Investment Company	72
	Section 7.29	U.S. Real Property Holding Corporation	72
	Section 7.30	Internal Accounting and Disclosure Controls	72
	Section 7.31	Accounting Reference Date	72
	Section 7.32	Transactions With Affiliates	72
	Section 7.33	Acknowledgment Regarding Holders’ Purchase of Securities	73
	Section 7.34	Reserved	73
	Section 7.35	Insurance	73
	Section 7.36	Full Disclosure	73
	Section 7.37	Employee Relations	73
	Section 7.38	Certain Other Representations and Warranties	74
	Section 7.39	Patriot Act	74
	Section 7.40	Material Contracts	74
ARTICLE 8 COVENANTS			75
	Section 8.1	Financial Covenants	75
	Section 8.2	Deliveries	76
	Section 8.3	Notices	76
	Section 8.4	Rank	81
	Section 8.5	Incurrence of Indebtedness	81
	Section 8.6	Existence of Liens	81
	Section 8.7	Restricted Payments	81
	Section 8.8	Mergers; Acquisitions; Asset Sales	82
	Section 8.9	No Further Negative Pledges	83
	Section 8.10	Affiliate Transactions	83
	Section 8.11	Insurance	83



	Section 8.12	Corporate Existence and Maintenance of Properties	84
	Section 8.13	Non-circumvention	84
	Section 8.14	Change in Business; Change in Accounting; Centre of Main Interest; Elevate Credit Parent	85
	Section 8.15	U.S. Real Property Holding Corporation	85
	Section 8.16	Compliance with Laws	85
	Section 8.17	Additional Collateral	86
	Section 8.18	Audit Rights; Field Exams; Appraisals; Meetings; Books and Records	86
	Section 8.19	Additional Issuances of Debt Securities; Right of First Refusal on New Indebtedness	87
	Section 8.20	Post-Closing Obligations	87
	Section 8.21	Use of Proceeds	88
	Section 8.22	Fees, Costs and Expenses	89
	Section 8.23	Modification of Organizational Documents and Certain Documents	89
	Section 8.24	Joinder	90
	Section 8.25	Investments	90
	Section 8.26	Further Assurances.	91
	Section 8.27	Pensions Schemes	91
	Section 8.28	Backup Servicer	92
	Section 8.29	Claims Escrow Account	92
ARTICLE 9 CROSS GUARANTY			93
	Section 9.1	Cross-Guaranty	93
	Section 9.2	Waivers by Guarantors	93
	Section 9.3	Benefit of Guaranty	94
	Section 9.4	Waiver of Subrogation, Etc	94
	Section 9.5	Election of Remedies	94
	Section 9.6	Limitation	94
	Section 9.7	Contribution with Respect to Guaranty Obligations.	95
	Section 9.8	Liability Cumulative	95
	Section 9.9	Stay of Acceleration	96
	Section 9.10	Benefit to Credit Parties	96
	Section 9.11	Indemnity	96
	Section 9.12	Reinstatement	96
	Section 9.13	Guarantor Intent	96
	Section 9.14	General	97
ARTICLE 10 RIGHTS UPON EVENT OF DEFAULT			97
	Section 10.1	Event of Default	97
	Section 10.2	Termination of Commitments and Acceleration Right.	100
	Section 10.3	Consultation Rights	101
	Section 10.4	Other Remedies	101
	Section 10.5	Application of Proceeds	102
ARTICLE 11 BANKRUPTCY MATTERS			102
ARTICLE 12 AGENCY PROVISIONS			104

iii



	Section 12.1	Appointment	104
	Section 12.2	Binding Effect	106
	Section 12.3	Use of Discretion	106
	Section 12.4	Delegation of Duties	106
	Section 12.5	Exculpatory Provisions	107
	Section 12.6	Reliance by Agent	107
	Section 12.7	Notices of Default	108
	Section 12.8	Non Reliance on the Agent and Other Holders	108
	Section 12.9	Indemnification	109
	Section 12.10	The Agent in Its Individual Capacity	109
	Section 12.11	Resignation or Removal of the Agent; Successor Agent	109
	Section 12.12	Reimbursement by Holders and Lenders	110
	Section 12.13	Withholding	110
	Section 12.14	Release of Collateral or Guarantors	111
ARTICLE 13 MISCELLANEOUS			111
	Section 13.1	Payment of Expenses	111
	Section 13.2	Governing Law; Jurisdiction; Jury Trial	112
	Section 13.3	Counterparts	113
	Section 13.4	Headings	113
	Section 13.5	Severability	113
	Section 13.6	Entire Agreement; Amendments	113
	Section 13.7	Notices	114
	Section 13.8	Successors and Assigns; Participants	116
	Section 13.9	No Third Party Beneficiaries	118
	Section 13.10	Survival	118
	Section 13.11	Further Assurances	119
	Section 13.12	Indemnification	119
	Section 13.13	No Strict Construction	120
	Section 13.14	Waiver	120
	Section 13.15	Payment Set Aside	120
	Section 13.16	Independent Nature of the Lenders’ and the Holders’ Obligations and Rights	120
	Section 13.17	Set-off; Sharing of Payments	121
	Section 13.18	Reserved	121
	Section 13.19	Reaffirmation	121
	Section 13.20	Release of Agent and Lenders	123
	Section 13.21	Buy-Out Option	123
	Section 13.22	Replacement of Lenders and Holders	125



	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 Fifth Restatement Closing Documents



	SCHEDULES
Schedule 1.1(a)	Credit Card Guidelines
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	Form of Secretary’s Certificate
Schedule 7.27	ERISA and UK Pension Schemes
Schedule 7.32	Transactions with Affiliates
Schedule 7.40	Material Contracts
Schedule 8.25	Existing Investments

FIFTH AMENDED AND RESTATED FINANCING AGREEMENT

This FIFTH 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 February 7, 2019 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company ( “ Rise SPV ”), and Today Card, LLC, a Delaware limited liability company (“ Today Card ”; 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 Fourth Amended and Restated Financing Agreement dated as of October 15, 2018 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 “ Fourth Amended and Restated Financing Agreement ”) which amended and restated in its entirety, without constituting a novation, 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 previously 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 Fourth 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 Fourth 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.

“ Backup Servicer ” means a Person, reasonably satisfactory to Agent, that the Borrowers have appointed and that is providing backup servicing and its permitted successors and assigns reasonably satisfactory to Agent.

“ Backup Servicing Agreement ” means the Backup Servicing Agreement among the Credit Parties, the Backup Servicer and the Agent as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ 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

(a) at any time on or after February 1, 2019 but prior to the first Issuance Date after February 1, 2019, a rate equal to the greatest of (i) the LIBOR Rate as of February 1, 2019, (ii) the Swap Rate as of February 1, 2019, and (iii) one percent per annum (1%); and

(b) at any time after the first Issuance Date after February 1, 2019 and as of each Issuance Date, a rate equal to the weighted average of (i) the then-current Base Rate immediately preceding such Issuance Date and (ii) the greatest of (A) the LIBOR Rate as of such Issuance Date, (B) the Swap Rate as of such Issuance Date and (C) one percent per annum (1%). For the avoidance of doubt, the resulting weighted average calculated in clause (b) shall be used as the then-current Base Rate in clause (b)(i) when calculating the Base Rate on the next succeeding Issuance Date.

“ 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 (UK) ” means, on any date of determination, the sum of:

(a) (i) the aggregate principal balance of the Eligible UK Consumer Loans on such date less any Excess Concentration Amounts multiplied by (ii) eighty-five percent (85%), 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 UK Borrower shall, in each case, be deemed to be “restricted”) Pounds Sterling denominated cash and Cash Equivalent Investments of the UK Borrower in a Funding Account or Collection Account 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 UK Borrower that is being held by an ACH provider prior to remittance to the UK Borrower.

“ Borrowing Base (US) ” means, on any date of determination, the sum of:

(a) (i) the sum of the aggregate principal balance on such date of (x) the Eligible US Consumer Loans on such date, less any Excess Concentration Amounts and (y) the portion of the Eligible Credit Card Receivables in which Today Card owns a participation interest pursuant to the CCB Participation Agreement on such date (for the avoidance of doubt, any portion of an Eligible Credit Card Receivable with respect to which an interest is retained by CCB is excluded hereunder), less any Excess Concentration Amounts multiplied by (ii) eighty-five percent (85%), 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 US Term Note Borrowers shall, in each case, be deemed to be “restricted”) Dollar denominated cash and Cash Equivalent Investments of the US Term Note Borrowers in a Funding Account or Collection Account 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 US Term Note Borrowers that is being held by an ACH provider prior to remittance to a US Term Note Borrower.

“ 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.

“ CCB ” means Capital Community Bank, a Utah chartered bank, and its successors and assigns.

“ CCB Participation Agreement ” means that certain Participation Agreement dated as of November 14, 2018 by and between Today Card and CCB in form and substance acceptable to Agent.

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 the US Term Note Borrowers, 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 ” means, with respect to Consumer Loans or Credit Card Receivables, as applicable, an amount equal to the sum of the outstanding principal balance of Consumer Loans or Credit Card Receivables, as applicable, that (i) have a principal payment that became greater than sixty (60) days past due the scheduled payment date with respect to Consumer Loans or one hundred twenty (120) days past the scheduled payment date with respect to Credit Card Receivables, in each case, which such scheduled payment date shall not be fourteen (14) days (or, in the case of Modified and Re-Aged Consumer Loans or Modified and Re-Aged Credit Card Receivables that have been modified in accordance with a modification policy approved in writing by Agent, such other period of days agreed to by Agent) past the original payment date, (ii) are identified as fraudulent or where the underlying borrowers are in bankruptcy proceedings or (iii) is otherwise charged off in accordance with the Program Guidelines, in each case, in the calendar month that includes such date of determination. “ Charged Off ” shall a meaning correlative thereto.

“ Claims Escrow Account ” has the meaning set forth in Section 8.28(a).

“ Claims Escrow Account Funding Condition ” means a condition that is satisfied if the principal balance of the Claims Escrow Account is Five Million Dollars ($5,000,000).

“ 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.

“ Collection Account ” means, with respect to a Borrower, a deposit account of such Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely amounts collected or received in respect of Consumer Loans and Credit Card Receivables and (b) no other party shall have a Lien or shall have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with such Borrower.

“ 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 Loan Guidelines ” means those guidelines established by the Credit Parties for the administration of the Program described in clause (a) of the definition thereof, as amended, modified or supplemented from time to time by the Credit Parties with the prior written consent of the Agent.

“ 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 Fifth 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 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 Guidelines ” means those guidelines established by CCB, attached as Schedule 1.1(a) hereto, for the administration of the Program, as amended, modified or supplemented from time to time by CCB with the prior written consent of Today Card to the extent such consent is required pursuant to the CCB Participation Agreement; provided, Today Card 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 Today Card.

“ 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 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 Interest Rate ” means the sum of (i) the Base Rate and (ii) the Interest Rate Spread; provided, that the Current Interest Rate shall not exceed the highest lawful rate and may be reduced in accordance with Section 2.2(e).

“ 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.

“ Custodian ” has the meaning set forth in Section 10.1(c).

“ Customer Information ” means nonpublic information relating to borrowers or applicants of Consumer Loans and/or Credit Card Receivables, 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 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.

“ EF SPV ” means EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“ Eight Month Charge Off Rate (UK) ” means, as of any date of determination and with respect to any Vintage Pool of Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the eighth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ Elastic Financing Agreement ” means that certain Amended and Restated Financing Agreement dated as of February 7, 2019 by and among Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as borrower, Elevate Credit Parent, as a guarantor, the other guarantors party thereto, Victory Park Management, LLC, as administrative agent and collateral agent, the lenders party thereto and each Person who becomes a party thereto pursuant to the joinder provisions thereof, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted by the Intercreditor Agreement.

“ 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.

“ Eligible 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 are not any of the following:

(a) Credit Card Receivable with a principal payment that is greater than sixty (60) days past due on any contractual payment due or is otherwise a Charged Off Credit Card Receivable, or is charged off in accordance with the Program Guidelines;

(b) Credit Card Receivable to employees of any Credit Party;

(d) Credit Card Receivable not denominated in U.S. Dollars;

(e) Credit Card Receivable involved in litigation or subject to legal, bankruptcy or insolvency proceedings or with underlying borrowers subject to bankruptcy or insolvency proceedings;

(f) Credit Card Receivable with a balloon payment and/or Consumer Loan that is a non-amortizing account;

(g) Credit Card Receivable with original term in excess of twenty (20) months;

(h) Credit Card Receivable originated, acquired or participated in a manner that is not in compliance with the Program Guidelines;

(i) Credit Card Receivable that violates applicable consumer protection, state or usury laws in any material respect;

(j) Credit Card Receivable that is subject to assignment or confidentiality restrictions applicable to the applicable Bank (if any) or the underlying borrower;

(k) Credit Card Receivable originated to residents in states where the applicable Bank (if any) or Credit Party was not licensed or registered as required by applicable state law when such Consumer Loan was originated or purchased;

(l) Credit Card Receivable with an original principal amount greater than $5,000;

(m) Credit Card Receivable with an annual percentage rate of less than twenty-nine percent (29%); and

(n) Credit Card Receivable that has been modified outside of the Program Guidelines or Credit Card Receivable that is a Modified and Re-Aged Credit Card Receivable that has been modified outside of the modification policy approved in writing by Agent, in each case, unless approved by Agent in its sole discretion.

“ Eligible UK Consumer Loan ” means, as of any date of determination, a Consumer Loan marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that is subject to a first priority Lien in favor of Agent and which are not any of the following:

(a) Consumer Loan with a principal payment that is greater than sixty (60) days past due on any contractual payment due or is otherwise a Charged Off Consumer Loan, or is charged off in accordance with the Program Guidelines;

(b) Consumer Loan to employees of any Credit Party;

(d) Consumer Loan not denominated in Pounds Sterling;

(e) Consumer Loan involved in litigation or subject to legal, bankruptcy or insolvency proceedings or with underlying borrowers subject to bankruptcy or insolvency proceedings;

(f) Consumer Loan with a balloon payment and/or Consumer Loan that is a non-amortizing account;

(g) Consumer Loan with original term in excess of twenty-four (24) months;

(h) Consumer Loan originated, acquired or participated in a manner that is not in compliance with the Program Guidelines;

(i) Consumer Loan that violates applicable UK consumer protection or usury laws in any material respect;

(j) Consumer Loan with an original principal amount greater than £5,000;

(k) Consumer Loan with an annual percentage rate of less than forty-one percent (41%); and

(l) Consumer Loan that has been modified outside of the Program Guidelines or Consumer Loan that is a Modified and Re-Aged Consumer Loan that has been modified outside of the modification policy approved in writing by Agent, in each case, unless approved by Agent in its sole discretion.

“ Eligible US Consumer Loan ” means, as of any date of determination, a Consumer Loan marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that is subject to a first priority Lien in favor of Agent and which are not any of the following:

(b) Consumer Loan to employees of any Credit Party;

(d) Consumer Loan not denominated in U.S. Dollars;

(e) Consumer Loan involved in litigation or subject to legal, bankruptcy or insolvency proceedings or with underlying borrowers subject to bankruptcy or insolvency proceedings;

(f) Consumer Loan with a balloon payment and/or Consumer Loan that is a non-amortizing account;

(g) Consumer Loan with original term in excess of thirty-six (36) months;

(h) Consumer Loan originated, acquired or participated in a manner that is not in compliance with the Program Guidelines or state lending laws within each respective state where such Consumer Loan is originated;

(i) Consumer Loan that violates applicable consumer protection, state or usury laws in any material respect;

(j) Consumer Loan that is subject to assignment or confidentiality restrictions applicable to the applicable Bank (if any) or the underlying borrower;

(k) Consumer Loan originated to residents in states where the applicable Bank (if any) or Credit Party was not licensed or registered as required by applicable state law when such Consumer Loan was originated or purchased;

(l) Consumer Loan with an original principal amount greater than $10,000;

(m) Consumer Loan with an annual percentage rate of less than thirty percent (30%); and

(n) Consumer Loans that has been modified outside of the Program Guidelines or Consumer Loan that is a Modified and Re-Aged Consumer Loan that has been modified outside of the modification policy approved in writing by Agent, in each case, unless approved by Agent in its sole discretion.

“ 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 Concentration Amounts ” means,

(a) with respect to Eligible Credit Card Receivables, as of any date of determination an amount equal to the principal balance of Eligible Credit Card Receivables in excess of $11,765,000, if any;

(b) with respect to Eligible US Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a):

(i) the aggregate principal balance of all such Eligible US Consumer Loans, as of any date of determination, that have principal payments that are greater than or equal to one (1) day past due and less than or equal to thirty (30) days past due on such date in excess of 10.00% of the aggregate principal balance of all of such Eligible US Consumer Loans;

(ii) the aggregate principal balance of all such Eligible US Consumer Loans, as of any date of determination, that have principal payments that are greater than thirty (30) days and less than or equal to sixty (60) days past due on such date in excess of 5.50% of the aggregate principal balance of all of such Eligible US Consumer Loans; or

(iii) the aggregate principal balance of all such Eligible US Consumer Loans that are Modified and Re-Aged Consumer Loans in excess of 5.00% of the aggregate principal balance of all of such Eligible US Consumer Loans; and

(c) with respect to Eligible UK Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a):

(i) (x) the aggregate amount equal to the average of (1) the aggregate principal balance of all such Eligible UK Consumer Loans, as of the applicable date of determination, that have principal payments that are greater than or equal to one (1) day past due and less than or equal to thirty (30) days past due on such date and (2) the aggregate principal balance of all such Eligible UK Consumer Loans, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination, that have principal payments that are greater than or equal to one (1) day past due and less than or equal to thirty (30) days past due on such date in excess of (y) 11.00% of the aggregate amount equal to the average of (1) the aggregate principal balance of all of such Eligible UK Consumer Loans, as of the applicable date of determination and (2) the aggregate

principal balance of all of such Eligible UK Consumer Loans, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination;

(ii) (x) the aggregate amount equal to the average of (1) the aggregate principal balance of all such Eligible UK Consumer Loans, as of the applicable date of determination, that have principal payments that are greater than thirty (30) days and less than or equal to sixty (60) days past due on such date and (2) the aggregate principal balance of all such Eligible UK Consumer Loans, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination, that have principal payments that are greater than thirty (30) days and less than or equal to sixty (60) days past due on such date in excess of (y) 9.00% of the aggregate amount equal to the average of (1) the aggregate principal balance of all of such Eligible UK Consumer Loans, as of the applicable date of determination and (2) the aggregate principal balance of all of such Eligible UK Consumer Loans, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination; or

(iii) the aggregate principal balance of all such Eligible UK Consumer Loans that are Modified and Re-Aged Consumer Loans in excess of 5.00% of the aggregate principal balance of all of such Eligible UK Consumer Loans.

“ Excess Spread (UK) ” means, as of any date of determination, with respect to any Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes such date of determination.

“ Excess Spread (US) ” means, as of any date of determination, with respect to any Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that

includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes 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.

“ 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 Consumer Loans that are not Eligible UK Consumer Loans or Eligible US Consumer Loans and that have been settled or charged off) and (d) any purchase price adjustment received in connection with any Acquisition.

“ 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, or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.

“ 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 and/or Credit Card Receivables (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 Credit Card Receivable or participation interest in a Consumer Loan or Credit Card Receivable shall not exceed the outstanding principal amount of such Consumer Loan or Credit Card Receivable (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 and/or Credit Card Receivables or in which the Credit Parties purchase participation interests in Consumer Loans from the applicable Banks which originate such Consumer Loans or in Credit Card Receivables from the applicable Banks which originated such 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 (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 Restatement Closing ” has the meaning set forth in Section 3.1.

“ Fifth Restatement Closing Date ” has the meaning set forth in Section 3.1.

“ FinWise Financing Agreement ” means that certain Financing Agreement dated as of February 7, 2019 by and among EF SPV, as borrower, Elevate Credit Parent, as a guarantor, the other guarantors party thereto, Victory Park Management, LLC, as administrative agent and collateral agent, the lenders party thereto and each Person who becomes a party thereto pursuant to the joinder provisions thereof, as amended, restated, supplemented or otherwise modified from time to time to the extent permitted by the Intercreditor Agreement.

“ 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 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.

“ Four Month Charge Off Rate (UK) ” means, as of any date of determination and with respect to any Vintage Pool of Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ Four Month Charge Off Rate (US) ” means, as of any date of determination and with respect to any Vintage Pool of Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ Fourth Restatement Closing Date ” means October 15, 2018.

“ 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).

“ Funding Account ” means, with respect to a Borrower, a deposit account of such Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely used to fund Consumer Loans and for no other purpose and (b) no other party shall have a Lien or shall

have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with such Borrower.

“ 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).

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 (vi) 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), (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 and (c) the absolute value of any negative amounts in any accounts owned by any Credit Party.

“ Indemnified Liabilities ” has the meaning set forth in Section 13.12 .

“ Indemnitees ” has the meaning set forth in Section 13.12 .

“ 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.

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, (g) a moratorium is declared in respect of any Indebtedness of such Person or (h) as of such date of determination, to the extent such Person is a Borrower, based on information derived from the Borrower’s internal analysis of the assets held by the Borrower and contemplated to be held by the Borrower following such issuance and purchase of Notes and the Borrower’s reasonable forecasts in good faith (which forecasts shall be mutually acceptable to the Borrower and Agent (in each case, which acceptance shall not be unreasonably conditioned, withheld or delayed)), that it is expected that any Obligations under the Notes will not be fully and timely paid when due. 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.

“ Intercreditor Agreement ” means that certain Amended and Restated Intercreditor Agreement dated on or about the Fifth Restatement Closing Date and among Agent, the “Borrowers” (as defined therein), the “Collateral Agents” (as defined therein) and the “Grantors” (as defined therein).

“ Interest Date ” has the meaning provided in Section 2.2(a).

“ Interest Rate Spread ” means seven and one-half percent (7.5%) per annum.

“ Interest Rate Spread Reduction Conditions ” means the satisfaction of each of the following conditions:

(a) All of the Credit Parties have been in compliance with all of their obligations and covenants under this Agreement for the six (6) months prior to any date of determination and

all of the Credit Parties’ representations and warranties are true, accurate and correct for the six (6) months prior to any date of determination; and

(b) The Borrowers shall have satisfied the then applicable Performance Hurdle.

“ 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.

“ LIBOR Rate ” means the London Interbank Offered Rate last quoted by Bloomberg for deposits of U.S. Dollars for a period of three months. 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.

“ 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 (UK) ” means, as of any date of determination, the ratio of (a) the outstanding principal balance of the UK Term Notes to (b) the Borrowing Base (UK), in each case, as of such date of determination.

“ Loan to Value Ratio (US) ” means, as of any date of determination, the ratio of (a) the outstanding principal balance of the US Term Notes to (b) the Borrowing Base (US), 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).

“ M&A Event ” means a Change of Control of Elevate Credit Parent.

“ 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 and UK Term Notes, January 1, 2024 and (ii) solely with respect to the 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 the sum of (a) a “ Maximum UK Commitment ” of £100,000,000, (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 sum of the Borrowing Base (UK) and Borrowing Base (US) (each as calculated pursuant to the most recent Borrowing Base Certificate) then in effect or (b) the sum of $350,000,000 and £100,000,000.

“ Maximum UK Term Note Balance ” means, from time to time, the lesser of (a) the sum of the Borrowing Base (UK) (as calculated pursuant to the most recent Borrowing Base Certificate) then in effect or (b) the Maximum UK Commitment.

“ Maximum US Term Note Balance ” means, from time to time, the lesser of (a) the sum of the Borrowing Base (US) (as calculated pursuant to the most recent Borrowing Base Certificate) then in effect or (b) the Maximum US Term Note Commitment.

“ Modified and Re-Aged Consumer Loans ” means Consumer Loans that were modified at any time after origination and meet the definition of a trouble debt restructuring under GAAP.

“ Modified and Re-Aged Credit Card Receivable ” means Credit Card Receivables that were modified at any time after origination and meet the definition of a trouble debt restructuring under GAAP.

“ 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, 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.

“ Optional Reborrowing ” has the meaning set forth in Section 2.3(c) .

“ Optional Revolving Date ” means the first or last calendar day of any calendar month in the first calendar quarter.

“ 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.

“ Past Due Roll Rate (UK) ” means the rate expressed as a percentage, as of the last day of any calendar month, of the ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the

calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in the calendar month that includes such date of determination to (ii) the aggregate outstanding principal balance of Consumer Loans marked as “Sunny” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination.

“ Past Due Roll Rate (US) ” means the rate expressed as a percentage, as of the last day of any calendar month, of the ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in the calendar month that includes such date of determination to (ii) the aggregate outstanding principal balance of Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination.

“ 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.

“ Performance Hurdle ” means that the Elevate Credit Parent has a minimum net income in the 2019 Fiscal Year of $22,000,000 and has a minimum net income in the 2020 Fiscal Year equal to an amount to be agreed upon by the Agent and each Credit Party no later than February 15, 2020.

“ 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 Eligible 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 Eligible US Consumer Loans or Eligible UK Consumer Loans and that have been settled or charged off, (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, (viii) subject to (A) no adverse selection by the Credit Parties, (B) no Event of Default existing at the time of such sale or other disposition (or arising therefrom) and (C) immediately after giving pro forma effect to such sale or other disposition, the Credit Parties being

in pro forma compliance with the covenants set forth in Section 8.1 , sales or other dispositions of Credit Card Receivables in an aggregate principal amount not to exceed $10,000,000 and (ix) subject to no adverse selection by the Credit Parties, dispositions and sales of Consumer Loans and/or Credit Card Receivables by the Credit Parties for which Lender has not provided funding for the applicable Borrower to originate and/or purchase a participation interest therein.

“ 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) to any other Foreign Subsidiary Credit Party (other than the UK Borrower); 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 financing 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, assessments and other governmental charges not delinquent or 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.

Solely in respect of the US Term Notes and 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 product of (a) the percentage set forth beside such period in such table and (b) the greater of (i) the aggregate principal amount of such Notes then prepaid or required to be prepaid (excluding the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (ii) the aggregate principal amount of such Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) :



Period	Prepayment Premium
January 1, 2022 through and including December 31, 2022	5.0%
January 1, 2023 through and including December 31, 2023	2.0%

; provided , that such prepayment premium in connection with a prepayment of such Notes pursuant to Section 2.3(a) in connection with an M&A Event shall equal an amount equal to the sum of (i) the product of (A) the number of days from the date of such prepayment until January 1, 2022 divided by 360 days, (B) the product of the greater of (x) the highest aggregate principal amount of such Notes at any time prior to such prepayment (excluding the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (y) the aggregate principal amount of such Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) and (C) the Current Interest Rate, and (ii) the product of (A) the greater of (x) the highest aggregate principal amount of such Notes at any time prior to such prepayment (excluding

the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (y) the aggregate principal amount of such Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) and (B) five percent (5%).

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 (a) the lending program for the solicitation, marketing, and origination of Consumer Loans (or participation interests therein) pursuant to the Consumer Loan Guidelines and (b) the credit card program for the solicitation, marketing, origination and purchase (including participation interests therein) of Credit Card Receivables pursuant to Credit Card Guidelines.

“ Program Guidelines ” means, collectively, the Consumer Loan Guidelines and the Credit Card Guidelines.

“ 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.

“ Receivables ” means the indebtedness and other obligations owed to the Borrower, Elevate Credit Parent or any other Credit Party in connection with any and all liens, title retention and security agreements, chattel mortgages, chattel paper, bailment leases, installment sale agreements, instruments, consumer finance paper and/or promissory notes securing and evidencing unsecured multi-pay consumer installment loans made, and/or time sale transactions or acquired by a Credit Party which were originated in accordance with the Program Guidelines.

“ 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.

“ Release Agreement ” means that certain Release Agreement, dated on or about the Fifth Restatement Closing Date, among Agent, the Credit Parties, and the Credit Card Borrower (as defined therein).

“ 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; the Data Protection Act 1998; 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. 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.

“ Revolving Amount ” has the meaning set forth in Section 2.3(c) .

“ Revolving Conditions ” means the satisfaction of each of the following conditions as of any date of determination:

(a) The Borrowers are in compliance with all of its obligations and covenants under this Agreement and all of the Borrowers’ representations and warranties are true, accurate and correct; and

(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 or would result therefrom.

“ 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 and/or Credit Card Receivables (or purchase participation interests therein) that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans and/or Credit Card Receivables (or participation interests therein and collect thereon, as the case may be) 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 and/or purchase participation interests in 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 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 US Term Notes on such date.

“ Subsidiaries ” has the meaning set forth in Section 7.1.

“ Swap Rate ” means the forward swap rate based on the London Interbank Offered Rate last quoted by Bloomberg for deposits of U.S. Dollars for a period of three months, and taking into account the time period between the Issuance Date and the Maturity Date as determined by the Agent in its sole reasonable discretion based on the Bloomberg SWPM calculator. 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.

“ 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, (b) 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.

“ Total Cash ” means, as of any date of determination, the sum of all unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent and all other Credit Parties. 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.

“ Trailing Eight Month Charge Off Rate (UK) ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Eight Month Charge Off Rate (UK).

“ Trailing Excess Spread (UK) ” means, as of any date of determination, the average of the Excess Spread (UK) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Excess Spread (US) ” means, as of any date of determination, the average of the Excess Spread (US) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Four Month Charge Off Rate (UK) ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Four Month Charge Off Rate (UK).

“ Trailing Four Month Charge Off Rate (US) ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Four Month Charge Off Rate (US).

“ Trailing Past Due Roll Rate (UK) ” means, as of any date of determination, the average, of the Past Due Roll Rate (UK) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Past Due Roll Rate (US) ” means, as of any date of determination, the average, of the Past Due Roll Rate (US) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Twelve Month Charge Off Rate (US) ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Twelve Month Charge Off Rate (US).

“ Transaction Documents ” has the meaning set forth in Section 7.2.

“ Twelve Month Charge Off Rate (US) ” means, as of any date of determination and with respect to any Vintage Pool of Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ 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 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).

“ US Credit Party ” means US Term Note Borrowers, 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).

“ Vintage Pool ” means and refers to, at any given time, all Consumer Loans that were originated in a particular calendar month. By way of example, and not by way of limitation, all Consumer Loans that were originated in December 2018 shall constitute one Vintage Pool for the calendar month that ended on December 31, 2018; all Consumer Loans that were originated in January 2019 shall constitute one Vintage Pool for the calendar month that ended on January 31, 2019; all Consumer Loans that were originated in February 2019 shall constitute one Vintage Pool for the calendar month that ended on February 28, 2019; and so on.

“ 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 prior to the date hereof 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 ”). Today Card, 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 Fourth 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 Fifth 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, the Third Amended and Restated Financing Agreement or the Fourth 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 Fifth 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 $207,000,000. 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 Fifth 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 Fifth Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance of the US Term Notes from and after the Fifth 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 Balance 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 Today Card, 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 senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment (as defined in the Fourth Amended and Restated Financing Agreement), dated the date of issue thereof, maturing on the Maturity Date (as defined in the Fourth Amended and Restated Financing Agreement), bearing interest as provided in Section 2.2 below and in the

forms of Exhibit A-2(a) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(a) hereto (the “ UK Term Notes (USD) ”) and Exhibit A-2(b) to the Fourth Amended and Restated Financing Agreement and Exhibit A-2(b) hereto (the “ UK Term Notes (USD) ”). 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 or the applicable Holders’ name in column four (4) of Section 2(a) (UK Term Notes (USD) and column four (4) of Section 2(b) (UK Term Notes (GBP) of the Schedule of Lenders attached hereto. The aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing 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 Fifth Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) (UK Term Notes (GBP)) 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 ”) (provided, that notwithstanding the foregoing to the contrary, the UK Term Note Commitments shall be funded in Dollars instead of Pounds Sterling; provided, that the applicable Lenders shall use best efforts to fund such amounts in Pounds Sterling unless otherwise elected by Agent in its sole discretion (and for the avoidance of doubt, any amounts requested in Pounds Sterling but funded in Dollars shall be funded in the Dollar Equivalent Amount)) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by this Agreement on the Fifth Restatement Closing 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 sentences, (x) each Person who is a “Lender” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “ Existing Lender ”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (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 such New Lender’s execution of this Agreement, 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(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto and (y) each Person who is a “Holder” under and as defined in the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (each an “ Existing Holder ”), severally and not jointly, hereby agrees by their consent to Agent’s execution of this Agreement on the Fifth Restatement Closing Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Fourth Amended and Restated Financing Agreement prior to giving effect to this Agreement (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 this Agreement on the Fifth Restatement Closing 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(a) (UK Term Notes (USD)) and/or Section 2(b) (UK Term Notes (GBP)) attached hereto. The Lenders, severally and not jointly, hereby agree by their execution hereof, to effect such inter-Lender transfers in accordance with column three (3) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. 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 this Agreement on the Fifth Restatement Closing Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2(a) (UK Term Notes (USD)) and Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. 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 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 shall not exceed the Maximum UK Term Note Balance 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 (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 Dollars or Pounds Sterling (it being agreed and understood that draws shall be funded in Dollars provided, that the applicable Lenders shall use best efforts to fund in Pound

Sterling as described above), (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 relative to the aggregate UK 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 UK Term Note Commitment 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 (a) each applicable Lender’s commitment to fund its pro rata share of future draws under the UK Term Notes in accordance with the terms of this Agreement, UK Borrower shall issue to each applicable Lender on the Fifth Restatement Closing Date, a UK Term Note (GBP), in the aggregate principal amount of such Lender’s UK Term Loan Commitment and (b) each applicable Lender’s best efforts to fund its pro rata share of draws under the UK Term Notes in Pounds Sterling in accordance with the terms of this Agreement, upon the funding of any such draws in the Dollar Equivalent amount of the requested draw in Dollars and the request of the applicable Lender (or Agent on their behalf), UK Borrower shall issue to such Lender one or more UK Term Notes (USD) evidencing the amounts funded by such Lender in Dollars.

Notwithstanding anything in this Agreement to the contrary, from and after the Fifth Restatement Closing 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 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 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 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 Fourth Amended and Restated Financing Agreement as of the Fifth 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 Fifth 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.

(e) Interest Payment Reduction . On or after January 1, 2020, the Current Interest Rate shall be reduced by one-quarter percent (0.25%) if the Interest Rate Spread Reduction Conditions are satisfied during the 2019 calendar year. On or after January 1, 2021, the Current Interest Rate shall be reduced by one-quarter percent (0.25%) if the Interest Rate Spread Reduction Conditions are satisfied during the 2020 calendar year. For the avoidance of doubt, if the Interest Rate Spread Reduction Conditions were satisfied during both the 2019 calendar year and the 2020 calendar year, the total reduction in the Current Interest Rate shall be one-half percent (0.50%).

Section 2.3 Redemptions and Payments .

(a) Permitted Redemption .

(i) The Borrowers may, at any time after January 1, 2022, 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 ”); provided that, a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrowers may not, at any time, redeem the Notes in part. 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; provided that such Permitted Redemption Notice may be revoked if for any reason the applicable M&A Event covered by such Permitted Redemption Notice is terminated prior to closing. 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 Fifth 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; provided further, that, in the case of a Permitted Redemption in respect of the foregoing clause (A), if such Federal or Multi-State Force Majeure Event or UK Force Majeure Event ceases within the earlier of (i) one (1) year following such Permitted Redemption or (ii) July 1, 2021, the Credit Parties shall give the Agent and Lenders the right to participate in any new Program or substantially similar program to the Program. 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.

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 Balance, (B) the UK Term Notes shall exceed the Maximum UK Term Note Balance, or (C) 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.

(c) Optional Reborrowing. Subject to the satisfaction of the Revolving Conditions, (i) the US Term Note Borrowers may, at their option once per year on an Optional Revolving Date, elect to pay to the Agent, on behalf of the applicable Lenders and Holders, the Revolving Amount (as defined below) with respect to the US Term Notes and (ii) the UK Term Note Borrower may, at its option once per year on an Optional Revolving Date, elect to pay to the Agent, on behalf of the applicable Lenders and Holders, the Revolving Amount (as defined below) with respect to the UK Term Notes (each of the foregoing, an “ Optional Reborrowing ”). The “ Revolving Amount ” shall be equal to (x) in the case of an Optional Reborrowing with respect to US Term Notes, (A) up to twenty percent (20%) of the aggregate unpaid outstanding principal amount of all US Term Notes, (B) all accrued and unpaid interest with respect to such principal amount repaid and all accrued and unpaid fees and (C) all accrued and unpaid Late Charges with respect to such Revolving Amount and (y) in the case of an Optional Reborrowing with respect to

UK Term Notes, (A) up to twenty percent (20%) of the aggregate unpaid outstanding principal amount of all UK Term Notes, (B) all accrued and unpaid interest with respect to such principal amount repaid and all accrued and unpaid fees and (C) all accrued and unpaid Late Charges with respect to such Revolving Amount. On or prior to the date which is the sixtieth (60th) calendar day prior to the proposed Optional Revolving Date, the Borrower Representative shall deliver written notice to the Agent stating (i) that the applicable Borrowers elect to make a payment in connection with an Optional Reborrowing and (ii) the proposed Revolving Amount. The Commitments of each Lender shall not automatically and permanently be terminated or decreased as a result of a payment by the applicable Borrowers of any Revolving Amount pursuant to this Section 2.3(c) and the applicable Borrowers may reborrow any Revolving Amount of such Borrowers (but for the avoidance of doubt, not any other Borrowers) in accordance with Section 2.1; provided that reborrowing any such Revolving Amount within one hundred eighty (180) days shall not cause the Current Interest Rate to decrease.

(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 became or 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 has delivered or 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 attached hereto as 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) The parties hereto agree to treat and report amounts lent under this Agreement and any amount due under the Notes as debt for U.S. federal, state and local income tax purposes. The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their respective Affiliates for the full amount of Taxes and Other Taxes paid by the Agent, such Holder, such Lender or such Affiliates and any liability (including penalties, interest and expenses (including reasonably attorney’s and other advisors’ fees and expenses)) arising therefrom or with respect thereto, whether or not such Taxes and Other Taxes were correctly or legally asserted by the relevant Governmental Authority, to the extent such Taxes or Other Taxes are imposed as a result of the treatment of any amounts lent under this Agreement or any amount due under the Notes as other than debt by any Governmental Authority.

(g) 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 . 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.

ARTICLE 3

FIFTH RESTATEMENT CLOSING

Section 3.1 Fifth 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 Fourth Amended and Restated Financing Agreement) in accordance with the terms of the Fourth 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 Fourth 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 Fifth Restatement Closing Date, and each applicable Lender severally, but not jointly, agrees to purchase from the US Term Note Borrowers on the Fifth 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 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 fund its pro rata share of draws under the UK Term Notes in accordance with the terms hereof, the UK Borrower shall (a) issue and sell to each applicable Lender on the Fifth Restatement Closing Date, and each applicable Lender severally, but not jointly, agrees to purchase from the UK Borrower on the Fifth Restatement Closing Date, a new or replacement UK Term Notes in the aggregate principal amount of the applicable UK Term Note Commitments of such Lender and (b) in the case of a Lender with an existing UK Term Note Commitment, reaffirm their joint and several obligations under the applicable UK Term Notes in the aggregate principal amount of the UK Term Note Commitment of such Lender previously issued and sold to 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 “ Fifth 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 Fifth Restatement Closing (the “ Fifth 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 Fifth 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 Fifth Restatement Closing Date, the Borrowers shall deliver to each applicable Lender the applicable Notes (in the denominations as such Lender shall have requested prior to the Fifth Restatement

Closing) which such Lender is then purchasing, duly executed on behalf of the applicable Borrowers and registered in the name of such Lender or its designee.

ARTICLE 4

INTENTIONALLY OMITTED

ARTICLE 5

CONDITIONS TO FIFTH RESTATEMENT CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE

Section 5.1 Fifth 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 Fifth 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 Fifth Restatement Closing) being issued to such Lender at the Fifth Restatement Closing pursuant to this Agreement and the UK Borrower shall have executed and delivered to each applicable Lender the applicable UK Term Notes (in such denominations as such Lender shall have requested prior to the Fifth Restatement Closing) being issued to such Lender at the Fifth 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 Fifth 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 Fifth 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 Fifth Restatement Closing Date;

qualified to conduct business and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to Fifth 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 Fifth 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 Fifth Restatement Closing, (C) such Person’s bylaws (or similar document), each as in effect at the Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Balance, (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 Term Note Balance and (iv) 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 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 Fifth 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 Fifth 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, the Intercreditor Agreement, the Release 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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.

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 Fifth Restatement Closing Date, or after giving effect to the transactions contemplated hereby to occur at the Fifth 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 .

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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 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 of Credit Card 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 the 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. The CCB Participation Agreement 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 the CCB Participation Agreement (other than a Credit Party) has any accrued right to terminate the CCB Participation 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.

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 Fifth 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 . Solely with respect to the calendar month ending February 28, 2019, the Credit Parties shall, and shall cause their Subsidiaries to, comply with the financial covenants set forth in Section 8.1 of the Fourth Amended and Restated Financing Agreement prior to the effectiveness of this Agreement and thereafter, the Credit Parties shall, and shall cause their Subsidiaries to, comply with the following financial covenants:

(a) Loan to Value Ratio.

(i) The Credit Parties shall not permit the Loan to Value Ratio (UK) calculated as of the last day of any calendar month to be greater than 1.00 to 1.00.

(ii) The Credit Parties shall not permit the Loan to Value Ratio (US) calculated as of the last day of any calendar month to be greater than 1.00 to 1.00.

If as of any applicable testing date the Credit Parties fail to comply with the financial covenants 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) Corporate Cash. The Credit Parties shall not permit Corporate Cash at any time (x) prior to December 31, 2019 to be less than the greater of (i) $5,000,000 or (ii) in the event that Elevate Credit Parent enters into any share buyback, $10,000,000 and (y) after December 31, 2019 to be less than the greater of (i) $7,500,000 or (ii) in the event that Elevate Credit Parent enters into any share buyback, $10,000,000.

(c) Total Cash . The Credit Parties shall cause Total Cash as of the last day of each calendar month to be greater than or equal to five percent (5%) of total principal amount of Receivables of Elevate Credit Parent and its Subsidiaries.

(d) 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 $85,000,000, as may be amended or modified by mutual agreement between the parties hereto in good faith; provided that the parties agree that any reductions or discounts required by applicable Current Expected Credit Losses (CECL) standards shall be carved out.

(e) Past Due Roll Rate .

(i) The Credit Parties shall not permit the Trailing Past Due Roll Rate (UK), calculated as of the last day of any calendar month (commencing with the calendar month of February 2019) to be greater than thirteen and one-half percent (13.5%).

(ii) The Credit Parties shall not permit the Trailing Past Due Roll Rate (US), calculated as of the last day of any calendar month (commencing with the calendar month of February 2019) to be greater than twelve and one-half percent (12.5%).

(f) Four Month Vintage Charge Off Rate .

(i) The Credit Parties shall not permit the Trailing Four Month Charge Off Rate (UK) to be greater than twenty percent (20%).

(ii) The Credit Parties shall not permit the Trailing Four Month Charge Off Rate (US) to be greater than nine and one-half percent (9.5%).

(g) Eight Month Vintage Charge Off Rate . The Credit Parties shall not permit the Trailing Eight Month Charge Off Rate (UK) to be greater than twenty-five percent (25%).

(h) Twelve Month Vintage Charge Off Rate . The Credit Parties shall not permit the Trailing Twelve Month Charge Off Rate (US) to be greater than thirty-six percent (36%).

(i) Excess Spread .

(i) The Credit Parties shall not permit the Trailing Excess Spread (UK) to be less than eight percent (8.00%).

(ii) The Credit Parties shall not permit the Trailing Excess Spread (US) to be less than three percent (3.00%).

The defined term “Consumer Loans” as used in Sections 8.1(e) through (i) (or component defined terms used therein) may, in the Agent’s sole discretion, be deemed to mean, include and/or exclude all unsecured consumer loans originated by FinWise Bank and in which a 95.0% participation interest is sold to EF SPV.

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) Monthly Data Tape. On the dates that the financial statements under clause (a) above are delivered, a data tape in a form acceptable to Agent in its sole discretion that contains information as to the Borrowers’ loan and credit card receivables portfolio submitted as of the most recent month end. The Credit Parties shall provide a data tape to Agent promptly after the Fifth Restatement Closing Date but in no event after March 31, 2019.

(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 Fifth 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;

(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 and 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;

(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 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.

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 shall not be more than 9-to-1; and

(iii) except for any share buyback program, 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.

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 Fifth 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.

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 Fifth 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 Fifth 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 Fifth 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 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’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (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 any 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 Fifth 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 Fifth 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 Fifth 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, (ii) each US Term Note solely, in addition to permitted uses provided above in clause (i), for Today Card to purchase participation interests in Credit Card Receivables under, and in accordance with, the CCB Participation Agreement, (iii) 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 and (iv) subject to excess availability under this facility, to transfer funds as permitted under this Agreement.

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 Fifth 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 or Credit Card Agreements, as applicable, except with respect to a settlement or charge off thereunder in the ordinary course of business, (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 or (iv) amend, supplement or otherwise modify the CCB Participation Agreement in a manner materially adverse to Agent, any Lender or any Holder, or waive any material rights, claims or remedies under the CCB Participation Agreement 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 Credit Card Receivables (or participation interests therein) by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the Fifth 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 Fifth 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 Fifth 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 Fifth Restatement Closing Date plus additional Investments in Foreign Subsidiaries after the Fifth 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;

(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; and

(i) Investments made by Today Card constituting the acquisition of participation interests in Credit Card Receivables pursuant to the CCB Participation Agreement.

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).

Section 8.28 Backup Servicer . At any time or from time to time upon the request of the Agent, the Borrowers shall appoint, at Borrowers’ sole expense, a Backup Servicer that is satisfactory to the Agent in Agent’s sole discretion and shall enter into a Backup Servicing Agreement that is satisfactory (including with respect to the Credit Parties’ obligations to cooperate with such Backup Servicer and provide any data and other information and documents, including data tapes, to such Backup Servicer to allow Backup Servicer to perform its duties) to the Agent in Agent’s sole discretion.


Section 8.29	Claims Escrow Account .

(a) Within two (2) Business Days on or after the date in which (i) all Obligations not relating to any pending claim that are due to Lenders and Holders have been paid in full and (ii) the Credit Parties are aware of a pending claim, the Borrowers shall establish and maintain a deposit account at a bank reasonable acceptable to Agent, in the form of time deposit or demand account (the “ Claims Escrow Account ”). Such Claims Escrow Account shall be a Blocked Account. The Borrowers shall deposit in the Claims Escrow Account, no later than one (1) Business Day following receipt, fifty percent (50%) of the collections received by Borrowers from all of the Consumer Loans and Credit Card Receivables until the Claims Escrow Account Funding Condition is satisfied. After a Claims Escrow Account is established pursuant to this Section 8.29 and subject to the rights of the parties under the Intercreditor Agreement, the Borrowers shall be permitted to remit, prior to the satisfaction of the Claims Escrow Account Funding Condition, fifty percent (50%) of the collections remaining after remitting to the Claims Escrow Account and, on and after the satisfaction of the Claims Escrow Account Funding Condition, one hundred percent (100%) of any collections to the applicable Elevate Credit Subsidiary in accordance with the applicable contractual terms between the applicable Borrower and such Elevate Credit Subsidiary. For the avoidance of doubt and notwithstanding Section 12.14, subject to the satisfaction of the foregoing requirements this Section 8.29(a), the Agent shall not seek to limit the ability of the Borrowers to remit funds to the Elevate Credit Subsidiary under this Section 8.29(a) and such amounts shall be released without restriction from the Lien of the Financing Agreement.

(b) In the sole discretion of the Agent, funds deposited in the Claims Escrow Account may be used to satisfy any Obligations then due to Lenders, Holders and/or Agent.

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 9.1 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 9.2 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.

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Section 9.3 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 9.4 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 9.5 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 9.6 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 9.7 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 9.8 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

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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 9.9 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

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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 that is not in connection with an M&A Event resulting in a Permitted Redemption pursuant to Section 2.3(a) 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;

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(i) any “Event of Default” occurs and is continuing with respect to any of the other Transaction Documents or under either the Elastic Financing Agreement or the FinWise Financing Agreement, in each case, 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;

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(p) Ken Rees or Chris Lutes shall, at any time for any reason, cease to be employed by either an Elevate Credit Subsidiary or Elevate Credit Parent in the same position and with duties substantially similar to those held as of the Fifth Restatement Closing Date, unless a replacement reasonably satisfactory to Agent shall have been appointed and employed (including on an interim basis) 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

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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

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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:

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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

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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

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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,

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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.

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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);

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(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

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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

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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

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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 (other than any indemnity obligations of any Credit Party under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) 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),

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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

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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

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(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 or interest), 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 %)

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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

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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

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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

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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. Notwithstanding anything in the Transaction Documents to the contrary, (i) no lender to or funding or financing source of a Lender, a Holder or any of their Affiliates shall have any obligation to purchase Notes, (ii) there shall be no limitation or restriction or consent right on a Lender's or Holder’s ability to assign or otherwise transfer any Transaction Document, Note or Obligation to an Affiliate or lender or funding or financing source, and (iii) there shall be no limitation or restriction or consent rights on such Affiliates’ or lenders’ or financing or funding sources’ ability to assign or otherwise transfer any Transaction Document, Note or Obligation (or any of its rights thereunder or interest therein). 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

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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 Fifth 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

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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

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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.

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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 Fourth 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, the Fourth 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, the Third Amended and Restated Financing Agreement and the Fourth 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, Third Amended and Restated Financing Agreement or the Fourth 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, the Third Amended and Restated Financing Agreement or the Fourth 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

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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, the Third Amended and Restated Financing Agreement or the Fourth 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, the Third Amended and Restated Financing Agreement and the Fourth 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, the Third Amended and Restated Financing Agreement or the Fourth 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

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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

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(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

130

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.

[Signature Pages Follow]

131

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: President

TODAY CARD, 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: President

UK BORROWER :

ELEVATE CREDIT INTERNATIONAL LTD. , a company incorporated under the laws of England with number 05041905, as the UK Borrower

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Director

Fifth Amended and Restated Financing Agreement

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: President

Fifth Amended and Restated Financing Agreement

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.

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

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: 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

Fifth Amended and Restated Financing Agreement

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 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 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: President

Fifth Amended and Restated Financing Agreement

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: President

EF MARKETING, LLC

By: EF Financial, LLC, as its Sole Member

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 its Sole Member

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

Fifth Amended and Restated Financing Agreement

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 INTERMEDIATE, L.P.

By: VPC Specialty Lending Investments Intermediate GP, LLC

Its: General Partner

By: Victory Park Management, LLC

Its: Manager

By: _/s/ Scott R. Zemnick_______________

Name: Scott R. Zemnick

Title: Manager

Fifth Amended and Restated Financing Agreement

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 Fifth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fifth 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	$143,000,000.00	$44,793,822.52	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	$0.00	$3,387,466.54	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)
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	$0.00	$419,120.08	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	$0.00	$69,668,193.83	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	$0.00	$28,366,350.24	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)
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	$0.00	$5,969,515.57	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	$0.00	$661,502.78	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	$0.00	$22,934,028.44	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)
[****]	[****]	[****]	[****]	[****]
Shaper Family Partnership	1800 West Loop South #360 Houston, TX 77027 Attention: Stephen Shaper	$0.00	$800,000.00	N/A
		Aggregate Commitment to Fund Draws under US Term Notes as of Fifth Restatement Closing Date: $143,000,000.00	Aggregate Outstanding Principal Amount under US Term Notes as of Fifth Restatement Closing: $207,000,000.00

(a) UK Term Notes (USD)



(1)	(2)	(3)	(4)	(5)
Lender	Address and Facsimile Number	Commitment to Fund Draws under UK Term Notes (USD) as of Fifth Restatement Closing Date:	Outstanding Principal Amount under UK Term Notes (USD) as of Fifth Restatement Closing Date:	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	$0.00	$499,600.00	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
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	$0.00	$799,300.00	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



(1)	(2)	(3)	(4)	(5)
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	$0.00	$6,200,000.00	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
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	$0.00	$4,071,800.00	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
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	$0.00	$649,900.00	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



(1)	(2)	(3)	(4)	(5)
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	$0.00	$9,361,400.00	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
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	$0.00	$499,600.00	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
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	$0.00	$4,700,000.00	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



(1)	(2)	(3)	(4)	(5)
		Aggregate Commitment to Fund Draws under UK Term Notes (USD) as of Fifth Restatement Closing Date: $0.00	Aggregate Outstanding Principal Amount under UK Term Notes (USD) as of Fifth Restatement Closing Date: $26,781,600.00

(b) UK Term Notes (GBP)



(1)	(2)	(3)	(4)	(5)
Lender	Address and Facsimile Number	Commitment to Fund Draws under UK Term Notes (GBP) as of Fifth Restatement Closing Date:	Outstanding Principal Amount under UK Term Notes (GBP) as of Fifth Restatement Closing Date:	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 (GBP) as of Fifth Restatement Closing Date: £100,000,000.00	Aggregate Outstanding Principal Amount under UK Term Notes (GBP) as of Fifth 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 Fourth Tranche US Last Out Term Notes as of Fifth Restatement Closing Date:	Outstanding Principal Amount under Fourth Tranche US Last Out Term Notes as of Fifth Restatement Closing Date:	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	$0.00	$824,100.00	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
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	$0.00	$4,020,000.00	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



(1)	(2)	(3)	(4)	(5)
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	$0.00	$17,000,000.00	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
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	$0.00	$3,783,900.00	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
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	$0.00	$9,422,000.00	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



(1)	(2)	(3)	(4)	(5)
		Aggregate Commitment to Fund Draws under Fourth Tranche US Last Out Term Notes as of Fifth Restatement Closing Date: $0.00	Aggregate Outstanding Principal Amount under Fourth Tranche US Last Out Term Notes as of Fifth Restatement Closing Date: $35,050,000.00

EXHIBIT A-1

FORM OF SENIOR SECURED US TERM NOTE



[_________], 20[__]	Principal: U.S. $[_____]

FOR VALUE RECEIVED, RISE SPV, LLC, a Delaware limited liability company and Today Card, LLC, a Delaware limited liability (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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 2019, 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 an y 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:

TODAY CARD, LLC , a Delaware limited liability

By:

Name:

Title:

EXHIBIT A-2(a)

FORM OF SENIOR SECURED UK TERM NOTE (USD)



[_________], 20[__]	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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 2019, 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

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.

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 oflaw 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 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)



[_________], 20[__]	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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 2019 , 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 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.

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 oflaw 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 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



[_________], 20[__]	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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 2019, 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.

presentment for registration of transfer , the US La s t 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.

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 oflaw 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 an y 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 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 o f the Company , in connection with and pursuant to that certain Fifth Amend e d and Restated Financing Agreement (the " Financing Agreement " ) , dated as of February 7 , 2019 , by and among Ele v ate Credit, Inc. , a Delaware corporation , RISE SPV , LLC , a Delaware limited liabilit y compan y, Elevate Credit International Ltd. , a company incorporated under the laws of E ngland , Today Card , LLC , a Delaware limited liabili ty , and E levate Credit Service , LLC (collecti v ely 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 Ex hibit 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 re s cission 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 b y the Compan y, its members , managers or officers in contemplation of the filing o f 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 [B y laws / Operating Agreement] of the Compan y (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 thereb y 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.


4.	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 Fifth 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______ , 201_.

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

[_______], 2019

The undersigned , being the duly appointed [_______] of ELEV ATE 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 Fifth 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 Fifth 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 Fifth 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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 20 I 9 (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"), Today Card , LLC, a Delaware limited liability ("Today Card"; 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

Name:

Title:

[Signature Page to Compliance Certificate]

SCHEDULE A



A.Section 8.1(a) - Loan to Value Ratio (UK)
1.Outstanding principal amount of the UK Term Notes as of the date of determination		$

2.Aggregate principal balance of Eligible UK Consumer Loans as of the date of determination		$

3.Excess Concentration Amounts		$

4.Difference of amounts under 2 and 3		$

5.Product of amount under 4 and eighty-five percent (85%)		$

6.Aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the UK Borrower shall, in each case, be deemed to be “restricted”) Pounds Sterling denominated cash and Cash Equivalent Investments of the UK Borrower in a Funding Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For the purposes of clarification, unrestricted cash includes all cash of the UK Borrower that is being held by an ACH provider prior to remittance to the UK Borrower		$

7."Borrowing Base (UK)" (Sum of amounts under 5 + 6)		$

8.Loan to Value Ratio (UK) (the ration of 1 to 7, in each case, as of such date of determination)		$

Compliance (i.e. greater than or equal to 1.00 to 1.00?):		[YES/NO]

Section 8.1(a)(ii) - Loan to Value Ratio (US)
1.Outstanding principal amount of the US Term Notes as of the date of determination		$

2.Aggregate principal balance of Eligible US Consumer Loans as of the date of determination		$

3.Excess Concentration Amounts (Eligible US Consumer Loans)		$

4.Difference of amounts under 2 and 3		$



5.the portion of the Eligible Credit Card Receivables in which Today Card owns a participation interest pursuant to the CCB Participation Agreement on such date (for the avoidance of doubt, any portion of an Eligible Credit Card Receivable with respect to which an interest is retained by CCB is excluded hereunder)		$

6.Excess Concentration Amounts (Eligible Credit Card Receivables)		$

7.Difference of amounts under 5 and 6		$

8.Sum of amounts under 4 and 7		$

9.Product of amount under 4 and eighty-five percent (85%)		$

10.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 Borrowers shall, in each case, be deemed to be “restricted”) Dollar denominated cash and Cash Equivalent Investments of the US Term Note Borrowers in a Funding Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For the purposes of clarification, unrestricted cash includes all cash of the US Term Note Borrowers that is being held by an ACH provider prior to remittance to the US Term Note Borrower		$

11."Borrowing Base (US)" (Sum of amounts under 5 + 6)		$

12.Loan to Value Ratio (US) (the ration of 1 to 11, in each case, as of such date of determination)		$

Compliance (i.e. greater than or equal to 1.00 to 1.00?):		[YES/NO]

B.Section 8.01(b) - 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*		$

* Refer to Section 8.1(b) of Financing Agreement for determination of the minimum amount of Corporate Cash as of the date of measurement.

Compliance:		[YES/NO]



C.Section 8.1(c) - Total Cash

1.Amount of Total Cash as of the last day of each calendar month		$

2.5% of total Receivables of Elevate Credit Parent and its Subsidiaries		$

Compliance:		[YES/NO]

D.Section 8.1(d) - 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		$85,000,000

Compliance:		[YES/NO]

E.Section 8.1(e) - Past Due Roll Rate (UK)

1.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [calendar month that includes the date of this certificate] to (ii) the aggregate outstanding principal balance of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [calendar month immediately prior to the calendar month that includes the date of this certificate]



2.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [ calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ] to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [ calendar month immediately prior to the calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ]

3.Average of 1 and 2

4.Maximum Trailing Past Due Roll Rate (UK)		___%**
Compliance:		[YES/NO]
** Refer to Section 8.1(e)(i) of Financing Agreement for determination of the Maximum Trailing Past Due Roll Rate (UK) as of the date of measurement.

Section 8.1(e)(ii) - Past Due Roll Rate (US)

1.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [calendar month that includes the date of this certificate] to (ii) the aggregate outstanding principal balance of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [calendar month immediately prior to the calendar month that includes the date of this certificate]



2.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a) (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [ calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ] to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [ calendar month immediately prior to the calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ]

3.Average of 1 and 2

4.Maximum Trailing Past Due Roll Rate (US)		___%***
Compliance:		[YES/NO]
*** Refer to Section 8.1(e)(ii) of Financing Agreement for determination of the Maximum Trailing Past Due Roll Rate (US) as of the date of measurement.

F.Section 8.1(f)(i) - Four Month Vintage Charge Off Rate (UK)

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

3.Average of 1 and 2



4.Maximum Trailing Four Month Vintage Charge Off Rate (UK)		___%****
Compliance:		[YES/NO]
**** Refer to Section 8.1(f)(i) of Financing Agreement for determination of the Maximum Trailing Four Month Charge Off Rate (UK) as of the date of measurement.

Section 8.1(f)(ii) - Four Month Vintage Charge Off Rate (US)

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

3.Average of 1 and 2

4.Maximum Trailing Four Month Vintage Charge Off Rate (US)		___%*****
Compliance:		[YES/NO]
***** Refer to Section 8.1(f)(ii) of Financing Agreement for determination of the Maximum Trailing Four Month Charge Off Rate (US) as of the date of measurement.

G.Section 8.1(g) -Eight Month Vintage Charge Off Rate (UK)

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the eighth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination



2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the eighth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination

3.Average of 1 and 2

4.Maximum Trailing Eight Month Vintage Charge Off Rate (UK)		___%******
Compliance:		[YES/NO]
****** Refer to Section 8.1(g) of Financing Agreement for determination of the Maximum Trailing Eight Month Charge Off Rate (UK) as of the date of measurement.

H.Section 8.1(h) -Twelve Month Vintage Charge Off Rate (US)

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool of Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination

3.Average of 1 and 2

4.Maximum Trailing Twelve Month Vintage Charge Off Rate (US)		___%*******
Compliance:		[YES/NO]
******* Refer to Section 8.1(h) of Financing Agreement for determination of the Maximum Trailing Twelve Month Charge Off Rate (US) as of the date of measurement.



I.Section 8.1(i)(i) - Excess Spread (UK)

1.As of [ calendar month that includes the date of this certificate ] , with respect to any Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, "Excess Spread" means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes such date of determination.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] , with respect to any Consumer Loans marked as "Sunny" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination

3.Average of 1 and 2

4.Minimum Trailing Excess Spread (UK)		___%********

Compliance:		[YES/NO]
******** Refer to Section 8.1(i)(i) of Financing Agreement for determination of the Minimum Trailing Excess Spread (UK) as of the date of measurement.

Section 8.1(i)(ii) - Excess Spread (US)



1.As of [ calendar month that includes the date of this certificate ] , with respect to any Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, "Excess Spread" means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes such date of determination.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] , with respect to any Consumer Loans marked as "Rise" on the monthly financial statements provided to Agent pursuant to Section 8.2(a), the ratio of (i) the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination

3.Average of 1 and 2

4.Minimum Trailing Excess Spread (US)		___%*********

Compliance:		[YES/NO]
********* Refer to Section 8.1(i)(ii)of Financing Agreement for determination of the Minimum Trailing Excess Spread (US) as of the date of measurement.

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 Fifth Amended and Restated Financing Agreement, dated as of February 7, 2019 (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 ”), Today Card, LLC, a Delaware limited liability (" Today Card "; 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 / Today Card]] 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

d.The proceeds of the Proposed Draw shall be disbursed in accordance with the instructions set forth on Exhibit A attached hereto.

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

[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 Fifth 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 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 (UK) as of ________, 201_ ⁴
A.Aggregate principal balance of Eligible UK Consumer Loans on such date		$______________
B.Excess Concentration Amounts		$______________
C.Difference of amounts under A and B		$______________
D.Product of amount under C and eighty-five percent (85%)		$______________
E.Aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the UK Borrower shall, in each case, be deemed to be “restricted”) Pounds Sterling denominated cash and Cash Equivalent Investments of the UK Borrower in a Funding Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For the purposes of clarification, unrestricted cash includes all cash of the UK Borrower that is being held by an ACH provider prior to remittance to the UK Borrower		$______________
F.Borrowing Base (UK) (Sum D and E above)		$______________

Borrowing Base (US) as of ________, 201_ ⁵
A.Aggregate principal balance of Eligible US Consumer Loans on such date		$______________
B.Excess Concentration Amounts (Eligible US Consumer Loans)		$______________
C.Difference of amounts under A and B		$______________
D. the portion of the Eligible Credit Card Receivables in which Today Card owns a participation interest pursuant to the CCB Participation Agreement on such date (for the avoidance of doubt, any portion of an Eligible Credit Card Receivable with respect to which an interest is retained by CCB is excluded hereunder)		$______________
E. Excess Concentration Amounts (Eligible Credit Card Receivables)		$______________
F. Difference of amounts under D and E		$______________
G.Sum of C and F above		$______________
H.Product of amount under G and eighty-five percent (85%)		$______________
I.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 Borrowers shall, in each case, be deemed to be “restricted”) Dollar denominated cash and Cash Equivalent Investments of the US Term Note Borrowers in a Funding Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For the purposes of clarification, unrestricted cash includes all cash of the US Term Note Borrowers that is being held by an ACH provider prior to remittance to the US Term Note Borrower		$______________
J.Borrowing Base (US) (Sum H and I 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.

⁵ 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 ________ ___, 20___ 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 Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 among Rise SPV, LLC, a Delaware limited liability company (“ Rise SPV ”), Today Card, LLC, a Delaware limited liability (" Today Card "; 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 ”), 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 Borrower, 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, 014 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.

FIFTH AMENDED AND RESTATED ELEVATE TRANSACTION

by and among

RISE SPV, LLC, a Delaware limited liability company, and TODAY CARD, LLC, a Delaware limited liability company, 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 "),

* * *

Fifth Restatement Closing Date: February 7, 2019

===============================================================

All capitalized terms used herein without definition shall have the meaning given them in the Fifth 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. Fifth 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 Fifth Restatement Closing Documents

SCHEDULES



Schedule 1.1	Credit Card Guidelines
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 US Term Note (VPC Specialty Lending Investments Intermediate, L.P.) in the principal amount of $22,934,028.44

b. Senior Secured US Term Note (VPC Onshore Specialty Finance Fund II, L.P.) in the principal amount of $143,000,000

c. Senior Secured US Term Note (VPC Onshore Specialty Finance Fund II, L.P.) in the principal amount of $44,793,822.52

d. Senior Secured US Term Note (VPC Offshore Unleveraged Private Debt Fund, L.P.) in the principal amount of $661,502.78

e. Senior Secured US Term Note (VPC Investor Fund G-1, L.P.) in the principal amount of $5,969,515.57

f. Senior Secured US Term Note (VPC Investor Fund C, L.P.) in the principal amount of $28,366,350.24

g. Senior Secured US Term Note (VPC Investor Fund B, LLC.) in the principal amount of $69,668,193.83

h. Senior Secured US Term Note (VPC Special Opportunities Fund III Onshore, L.P.) in the principal amount of $419,120.08

i. Senior Secured US Term Note (VPC Specialty Lending Fund (NE), Ltd.) in the principal amount of $3,387,466.54

j. Senior Secured UK Term Note (GBP) (VPC Specialty Lending Investments Intermediate, L.P.) in the principal amount of GBP £9,747,470.82

k. Senior Secured UK Term Note (GBP) (VPC Specialty Lending Investments Intermediate, L.P.) in the principal amount of GBP £100,000,000.00

l. Senior Secured UK Term Note (USD) (VPC Investor Fund G-1, L.P.) in the principal amount of $649,900.00

m. Senior Secured UK Term Note (USD) (VPC Investor Fund C, L.P.) in the principal amount of $4,071,800.00

3. Joinder Agreement executed by Today Card, LLC, Today Marketing, LLC, and Today SPV, LLC

Updates to Schedules to Pledge and Security Agreement

a. Membership Interest Certificate with respect to 100% of the equity interests of Today Card 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 Today 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 Today SPV, LLC

i. Consent

ii. Pledge Instruction

iii. Transaction Statement

iv. Equity Power

v. Irrevocable Proxy

4. Amended and Restate Intercreditor Agreement

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, the Third Amended and Restated Financing Agreement, and/or the Fourth Amended and Restated Financing Agreement.


6.	Fifth 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

7. Officer's Certificate

8. Solvency Certificate

9. Pre-Closing Lien Search Reports

10. UCC Financing Statements and Terminations set forth on Exhibit A herto


11.	Insurance Certificates/Endorsements in favor of Agent naming Agent as additional insured or lender's loss payee, as applicable


12.	Release Agreement

III. SECRETARY'S CERTIFICATES

13. Elevate Credit, Inc. - 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 Delaware (or certifying no changes to charters delivered in connection with Fourth Amended and Restated Financing Agreement)

Exhibit C: Bylaws or LLC Agreement, as applicable(or certifying no changes to charters delivered in connection with Fourth Amended and Restated Financing Agreement)

Exhibit D: Good Standing Certificates from the applicable jurisdictions of formation

14. 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 Delaware (or certifying no changes to charters delivered in connection with Fourth Amended and Restated Financing Agreement)

Exhibit C: Bylaws or LLC Agreement, as applicable(or certifying no changes to charters delivered in connection with Fourth Amended and Restated Financing Agreement)

Exhibit D: Good Standing Certificates from the applicable jurisdictions of formation

IV. LEGAL OPINION

15. Opinion of CPDB re: Financing Documents

V. CERTIFIED COPIES OF THE FOLLOWING DOCUMENTS:

16. Form Consumer Loan Agreement

17. Form of Credit Card Agreement

18. Participation Agreement

19. Joint Marketing Agreement

20. License and Support Agreement



		EXHBIT A
		Financing Statements
		UCC-1 Financing Statements

	Debtor	Jurisdiction	Secured Party	Type	Date of Filing	Filing Number
	Today Card, LLC	SOS DE	Victory Park Management, LLC, as Agent	All Assets
	Today Marketing, LLC	SOS DE	Victory Park Management, LLC, as Agent	All Assets
	Today SPV, LLC	SOS DE	Victory Park Management, LLC, as Agent	All Assets

		Termination Statements
		UCC-3 Termination Statements

Debtor	Jurisdiction	Secured Party	Type	Original Date of Filing	Original Filing Number	Termination Date of Filing	Termination Filing Number
EF SPV, LLC	DC Recorder of Deeds	Victory Park Management, LLC as Agent	All Assets

SCHEDULES

FIFTH AMENDED AND RESTATED FINANCING AGREEMENT

Schedule 1.1 Credit Card Guidelines

GENERAL DESCRIPTION OF ACCOUNTS AT PROGRAM INITIATION

Account. The Account is an unsecured consumer credit card offered by CCB through the MasterCard 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 $50.00 will be billed the next time the Annual Fee is charged.

Balance Transfers. Balance transfer offers may be made available to an Account in good standing post-acquisition at the discretion of CCB and in compliance with credit policies. A Customer with a Balance Transfer offer on their Account may elect to transfer up to 50% of the total Credit Line. Balances Transfer requests may be initiated by phone. In addition to Balance Transfer Interest Rates defined above, a Balance Transfer Fee will apply. The Balance Transfer Fee will be 5% of the transferred amount, with a minimum Fee of $5.00.

Cash Advances . A Customer will not have the ability to withdraw cash or take a cash advance from the Account.

Additional Fees. 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 for the first event and up to $38.00 for subsequent default; (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-ive (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.

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	Elastic Financial, LLC	Delaware	100%
Elevate Admin, LLC	Elastic Financial, LLC	Delaware	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)	NONE


(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

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.

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

FINANCING AGREEMENT

Dated as of February 7, 2019

by and among

EF SPV, LTD., as the Borrower (the “ Borrower ”),

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO
and

VICTORY PARK MANAGEMENT, LLC
as Agent

______________________________________________________________________________

$150,000,000 SENIOR SECURED TERM NOTES

______________________________________________________________________________

TABLE OF CONTENTS

Page



ARTICLE 1 DEFINITIONS; CERTAIN TERMS			2
	Section 1.1	Definitions	2
	Section 1.2	Terms Generally	25
	Section 1.3	Accounting and Other Terms	25
ARTICLE 2 BORROWER’S AUTHORIZATION OF ISSUE			26
	Section 2.1	Senior Secured Term Notes	26
	Section 2.2	Interest	27
	Section 2.3	Redemptions and Payments	28
	Section 2.4	Payments	32
	Section 2.5	Dispute Resolution	32
	Section 2.6	Taxes	33
	Section 2.7	Reissuance	34
	Section 2.8	Register	35
	Section 2.9	Maintenance of Register	35
	Section 2.10	Monthly Maintenance Fee	35
ARTICLE 3 CLOSING			36
	Section 3.1	Initial Closing	36
	Section 3.2	Subsequent Closings	36
ARTICLE 4 INTENTIONALLY OMITTED			37
ARTICLE 5 CONDITIONS TO CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE			37
	Section 5.1	Closing	37
	Section 5.2	Subsequent Closings	39
ARTICLE 6 INTENTIONALLY OMITTED			40
ARTICLE 7 CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES			40
	Section 7.1	Organization and Qualification	41
	Section 7.2	Authorization; Enforcement; Validity	41
	Section 7.3	Issuance of Notes	41
	Section 7.4	No Conflicts	41
	Section 7.5	Consents	42
	Section 7.6	Subsidiary Rights	42
	Section 7.7	Equity Capitalization	42
	Section 7.8	Indebtedness and Other Contracts	43
	Section 7.9	Off Balance Sheet Arrangements	43
	Section 7.10	Ranking of Notes	43
	Section 7.11	Title	43
	Section 7.12	Intellectual Property Rights	44
	Section 7.13	Creation, Perfection, and Priority of Liens	44
	Section 7.14	Absence of Certain Changes; Insolvency	44
	Section 7.15	Absence of Proceedings	45
	Section 7.16	No Undisclosed Events, Liabilities, Developments or Circumstances	45



	Section 7.17	No Disagreements with Accountants and Lawyers	45
	Section 7.18	Placement Agent’s Fees	45
	Section 7.19	Reserved.	45
	Section 7.20	Tax Status	46
	Section 7.21	Transfer Taxes	46
	Section 7.22	Conduct of Business; Compliance with Laws; Regulatory Permits	46
	Section 7.23	Foreign Corrupt Practices	47
	Section 7.24	Reserved	47
	Section 7.25	Environmental Laws	47
	Section 7.26	Margin Stock	47
	Section 7.27	ERISA	47
	Section 7.28	Investment Company	48
	Section 7.29	U.S. Real Property Holding Corporation	48
	Section 7.30	Internal Accounting and Disclosure Controls	48
	Section 7.31	Reserved	48
	Section 7.32	Transactions With Affiliates	48
	Section 7.33	Acknowledgment Regarding Holders’ Purchase of Notes	49
	Section 7.34	Reserved	49
	Section 7.35	Insurance	49
	Section 7.36	Full Disclosure	49
	Section 7.37	Employee Relations	49
	Section 7.38	Certain Other Representations and Warranties	50
	Section 7.39	Patriot Act	50
	Section 7.40	Material Contracts	50
ARTICLE 8 COVENANTS			50
	Section 8.1	Financial Covenants	50
	Section 8.2	Deliveries	52
	Section 8.3	Notices	53
	Section 8.4	Rank	55
	Section 8.5	Incurrence of Indebtedness	55
	Section 8.6	Existence of Liens	56
	Section 8.7	Restricted Payments	56
	Section 8.8	Mergers; Acquisitions; Asset Sales	57
	Section 8.9	No Further Negative Pledges	57
	Section 8.10	Affiliate Transactions	58
	Section 8.11	Insurance	58
	Section 8.12	Corporate Existence and Maintenance of Properties	59
	Section 8.13	Non-circumvention	59
	Section 8.14	Change in Business; Change in Accounting; Elevate Credit	59
	Section 8.15	U.S. Real Property Holding Corporation	60
	Section 8.16	Compliance with Laws	60
	Section 8.17	Additional Collateral	60
	Section 8.18	Audit Rights; Field Exams; Appraisals; Meetings; Books and Records	60



	Section 8.19	Additional Issuances of Debt Securities; Right of First Refusal on New Indebtedness	61
	Section 8.20	Post-Closing Obligations.	62
	Section 8.21	Use of Proceeds	62
	Section 8.22	Fees, Costs and Expenses	62
	Section 8.23	Modification of Organizational Documents and Certain Documents	63
	Section 8.24	Joinder	63
	Section 8.25	Investments	64
	Section 8.26	Further Assurances	64
	Section 8.27	Backup Servicer	64
	Section 8.28	Claims Escrow Account	65
ARTICLE 9 CROSS GUARANTY			65
	Section 9.1	Cross-Guaranty	65
	Section 9.2	Waivers by Guarantors	66
	Section 9.3	Benefit of Guaranty	66
	Section 9.4	Waiver of Subrogation, Etc	66
	Section 9.5	Election of Remedies	66
	Section 9.6	Limitation	67
	Section 9.7	Contribution with Respect to Guaranty Obligations	67
	Section 9.8	Liability Cumulative	68
	Section 9.9	Stay of Acceleration	68
	Section 9.10	Benefit to Credit Parties	68
	Section 9.11	Indemnity	68
	Section 9.12	Reinstatement	69
	Section 9.13	Guarantor Intent	69
	Section 9.14	General	69
ARTICLE 10 RIGHTS UPON EVENT OF DEFAULT			69
	Section 10.1	Event of Default	69
	Section 10.2	Termination of Commitments and Acceleration Right	72
	Section 10.3	Consultation Rights	73
	Section 10.4	Other Remedies	73
	Section 10.5	Application of Proceeds	74
ARTICLE 11 [RESERVED]			74
ARTICLE 12 AGENCY PROVISIONS			74
	Section 12.1	Appointment	74
	Section 12.2	Binding Effect	76
	Section 12.3	Use of Discretion	76
	Section 12.4	Delegation of Duties	76
	Section 12.5	Exculpatory Provisions	77
	Section 12.6	Reliance by Agent	77
	Section 12.7	Notices of Default	78
	Section 12.8	Non Reliance on the Agent and Other Holders	78
	Section 12.9	Indemnification	79



	Section 12.10	The Agent in Its Individual Capacity	79
	Section 12.11	Resignation of the Agent; Successor Agent	79
	Section 12.12	Reimbursement by Holders and Lenders	79
	Section 12.13	Withholding	80
	Section 12.14	Release of Collateral or Guarantors	80
ARTICLE 13 MISCELLANEOUS			81
	Section 13.1	Payment of Expenses	81
	Section 13.2	Governing Law; Jurisdiction; Jury Trial	82
	Section 13.3	Counterparts	82
	Section 13.4	Headings	82
	Section 13.5	Severability	82
	Section 13.6	Entire Agreement; Amendments	82
	Section 13.7	Notices	83
	Section 13.8	Successors and Assigns; Participants	85
	Section 13.9	No Third Party Beneficiaries	87
	Section 13.10	Survival	87
	Section 13.11	Further Assurances	87
	Section 13.12	Indemnification	87
	Section 13.13	No Strict Construction	88
	Section 13.14	Waiver	88
	Section 13.15	Payment Set Aside	88
	Section 13.16	Independent Nature of the Lenders’ and the Holders’ Obligations and Rights	88
	Section 13.17	Set-off; Sharing of Payments	89
	Section 13.18	Limited Recourse and Non-Petition	90



	EXHIBITS
Exhibit A	Form of Senior Secured Term Note
Exhibit B	Form of Pledge and Security Agreement
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 Purchase and Sale
Exhibit G	Form of Joinder Agreement
Exhibit H	Index of Closing Documents
Exhibit I	Form of US Tax Compliance Certificate
	SCHEDULES
Schedule 1.1	Program Guidelines
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
Schedule 7.32	Transactions with Affiliates
Schedule 7.40	Material Contracts
Schedule 8.25	Existing Investments

FINANCING AGREEMENT

This FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “ Agreement ”), dated as of February 7, 2019 is being entered into by and among (a) EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), (b) Elevate Credit, Inc., a Delaware corporation as a Guarantor (as defined herein) and the other Guarantors from time to time party hereto, (c) the lenders listed on the Schedule of Lenders attached hereto (each individually, a “ Lender ” and collectively, the “ Lenders ”) and (d) Victory Park Management, LLC, as administrative agent and collateral agent (the “ Agent ”) for the Lenders and the Holders (as defined herein).

RECITALS

WHEREAS , each Lender has agreed to purchase, and the Borrower has agreed to sell, upon the terms and conditions stated in this Agreement, that principal amount of senior secured term notes, in substantially the form attached hereto as Exhibit A , as set forth opposite each such Lender’s name in the Schedule of Lenders attached hereto;

WHEREAS , contemporaneously with the execution and delivery of this Agreement, the Borrower, the Guarantors and the Agent on behalf of the Holders and Lenders are executing and delivering a Pledge and Security Agreement, substantially in the form attached thereto as Exhibit B (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, the “ Security Agreement ”), pursuant to which substantially all of the assets of the Borrower and the Guarantors are pledged as Collateral to secure the Obligations;

WHEREAS , subject to the terms hereof, each of the Guarantors are willing to guaranty all of the Obligations of the Borrower and to pledge to the Agent, for the benefit of the Holders and Lenders, all of the Capital Stock of its respective Subsidiaries and substantially all of its other Property to secure the Obligations; provided , notwithstanding any other provisions of this Agreement, (a) no Obligation of the Borrower (including any guaranty of any Obligation of the 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 the Borrower and (c) no assets of any UK Credit Party shall serve as collateral security for any Obligations of the Borrower (including any guaranty of any Obligations of the 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 (the limitations contained in the foregoing proviso are referred to herein collectively as the “ 956 Limitations ”); and

WHEREAS , contemporaneously with the execution and delivery of this Agreement, the Borrower 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 Borrower, the Guarantors, the Agent and each Lender hereby agree as follows:

Article 1

DEFINITIONS; CERTAIN TERMS

“ 956 Impact ” has the meaning set forth in Section 8.24 .

“ 956 Limitations ” has the meaning set forth in the Recitals.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ Additional Amount ” has the meaning set forth in Section 2.6(a) .

“ Agent ” has the meaning set forth in the introductory paragraph hereto.

“ Agreement ” has the meaning set forth in the introductory paragraph hereto.

“ Amounts Due ” has the meaning set forth in Section 13.18 .

“ 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.

“ Assignee ” has the meaning set forth in Section 13.8 .

“ Backup Servicer ” means a Person, reasonably satisfactory to Agent, that the Borrower has appointed and that is providing backup servicing and its permitted successors and assigns reasonably satisfactory to Agent.

“ 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

“ Blocked Account ” means each “Controlled Account” (as defined in the Security Agreement) that is subject to the full dominion and control of the Agent.

“ 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 ” has the meaning set forth in the introductory paragraph hereto.

“ Borrowing Base ” means, on any date of determination, the sum of:

(a) the aggregate balance of the portion of the Eligible Consumer Loans in which the Borrower owns a participation interest pursuant to the Participation Agreement on such date (for the avoidance of doubt, any portion of an Eligible Consumer Loan with respect to which an interest is retained by FinWise Bank is excluded hereunder) less any Excess Concentration Amounts multiplied by eighty-five percent (85%); 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 Borrower shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Borrower in a Funding Account or Collection Account 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 Borrower that is being held by an ACH provider or FinWise Bank prior to remittance to Borrower.

“ Borrowing Base Certificate ” means a borrowing base certificate signed by the chief financial officer of the Borrower (or other authorized executive officer performing a similar function), in substantially the form included in the Form of Notice of Purchase and Sale 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 or any 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, (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, (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 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 October 15, 2018, 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 the 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 the Borrower.

“ Charge Off ” means an amount equal to the sum of the outstanding principal balance of Consumer Loans that (i) have a principal payment that became greater than sixty (60) days past due the scheduled payment date, which such scheduled payment date shall not be fourteen (14) days (or, in the case of Modified and Re-Aged Consumer Loans that have been modified in accordance with a modification policy approved in writing by Agent, such other period of days agreed to by Agent) past the original payment date, (ii) are identified as fraudulent or where the underlying borrowers are in bankruptcy proceedings or (iii) is otherwise charged off in accordance with the Program Guidelines, in each case, in the calendar month that includes such date of determination. “ Charged Off ” shall have a meaning correlative thereto.

“ Claims Escrow Account ” has the meaning set forth in Section 8.28(a) .

“ Claims Escrow Account Funding Condition ” means a condition that is satisfied if the principal balance of the Claims Escrow Account is five million dollars ($5,000,000).

“ Closing ” has the meaning set forth in Section 3.1 .

“ Closing Date ” has the meaning set forth in Section 3.1 .

“ Closing Note ” has the meaning set forth in Section 2.1 .

“ Closing Note Purchase Price ” has the meaning set forth in Section 3.1 .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means the “Collateral” as defined in the Security Agreement.

“ Collection Account ” means, with respect to the Borrower, a deposit account of Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely amounts collected or received in respect of Consumer Loans and (b) no other party shall have a Lien or shall have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with Borrower.

“ Commitment ” has the meaning set forth in Section 2.1 .

“ Compliance Certificate ” means a compliance certificate signed by the chief financial officer of the Borrower (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 Loans ” means unsecured consumer loans marked as “EF SPV, Ltd.” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that are originated by FinWise Bank and in which a 95.0% participation interest is sold to Borrower. Consumer Loans will be only be issued to individual residents of the United States of America and in accordance with the Program Guidelines.

“ Corporate Cash ” means, as of any date of determination, the sum of unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent and its Subsidiaries (excluding the Borrower and the Other Borrowers) with respect to which Agent has a perfected Lien as of such date of determination.

“ Credit Party ” means the Borrower and each Guarantor.

“ CSO Loans ” means installment loans originated by independent third party lenders, whereby (a) the applicable Elevate Credit Subsidiary 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, Elevate Credit Parent guarantees, on behalf of the customer, the customer’s payment obligations to the third party lender under the loan.

“ Current Interest Rate ” means the sum of (i) the Base Rate and (ii) the Interest Rate Spread; provided , that the Current Interest Rate shall not exceed the highest lawful rate and may be reduced in accordance with Section 2.2(e) .

“ 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.

“ Debt-to-Equity Ratio ” means, (a) with respect to Elevate Credit Parent, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of Elevate

Credit Parent 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 Parent by its stockholders and retained earnings of Elevate Credit Parent, 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 Parent 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 the 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 the Borrower by Elevate Credit Parent and retained earnings of the Borrower, determined in accordance with GAAP, in each case, as of such time reduced by (B) the aggregate amount of cash distributions made by the Borrower to any of its members as of such time.

“ Default Rate ” means a rate equal to the lesser of (i) the Current Interest Rate plus five percent (5.0%) per annum and (ii) the highest lawful rate.

“ Diligence Date ” has the meaning set forth in Section 7.14(a) .

“ Diligence Issues ” has the meaning set forth in Section 8.20(a) .

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ 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 Parent ” shall mean Elevate Credit, Inc., a Delaware corporation.

“ Elevate Credit Subsidiaries ” means each of (a) the Subsidiaries of Elevate Credit Parent listed on the signature pages hereto as an “Elevate Credit Subsidiary;” and (b) each other Subsidiary formed or acquired by Elevate Credit Parent from time to time after the Closing Date; provided , no Other Borrower shall be deemed to be an Elevate Credit Subsidiary.

“ Eligible Consumer Loan ” means, as of any date of determination, a Consumer Loan that is subject to a first priority Lien in favor of Agent and which are not any of the following:

(a) Consumer Loan with a principal payment that is greater than sixty (60) days past due on any contractual payment due date or is otherwise a Charged Off Consumer Loan, or is charged off in accordance with the Program Guidelines;

(b) Consumer Loan to employees of any Credit Party;

(d) Consumer Loan not denominated in U.S. Dollars;

(e) Consumer Loan involved in litigation or subject to legal, bankruptcy or insolvency proceedings or with underlying borrowers subject to bankruptcy or insolvency proceedings;

(f) Consumer Loan with a balloon payment and/or Consumer Loan that is a non-amortizing account;

(g) Consumer Loan with original term in excess of thirty-six (36) months;

(h) Consumer Loan originated, acquired or participated in a manner that is not in compliance with the Program Guidelines within each respective state where such Consumer Loan is originated;

(i) Consumer Loan that violates applicable consumer protection, state or usury laws in any material respect;

(j) Consumer Loan that is subject to assignment or confidentiality restrictions applicable to FinWise Bank or the underlying borrower;

(k) Consumer Loan originated to residents in states where FinWise Bank was not licensed or registered as required by applicable state law when such Consumer Loan was originated;

(l) Consumer Loan with an original principal amount greater than $10,000;

(m) Consumer Loan with an annual percentage rate of less than thirty percent (30%); and

(n) Consumer Loan that has been modified outside of the Program Guidelines or is a Modified and Re-Aged Consumer Loan that has been modified outside of the modification policy approved in writing by Agent, in each case unless approved by Agent in its sole discretion.

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.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

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 Default Redemption Price ” 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 Concentration Amount ” shall include the following:

(a) The aggregate principal balance of all Eligible Consumer Loans, as of any date of determination, that have principal payments that are greater than or equal to one (1) day past due and less than or equal to thirty (30) days past due on such date in excess of ten percent (10%) of the aggregate principal balance of all of the Eligible Consumer Loans;

(b) The aggregate principal balance of all Eligible Consumer Loans, as of any date of determination, that have principal payments that are greater than thirty (30) days and less than or equal to sixty (60) days past due on such date in excess of five and one-half percent (5.5%) of the aggregate principal balance of all of the Eligible Consumer Loans; or

(c) The aggregate principal balance of all Eligible Consumer Loans that are Modified and Re-Aged Consumer Loans in excess of five percent (5%) of the aggregate principal balance of all of the Eligible Consumer Loans.

“ Excess Spread ” means, as of any date of determination, the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided , if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month that includes such date of determination.

“ 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 Consumer Loans that are not Eligible Consumer Loans and that have been settled or charged off) and (d) any purchase price adjustment received in connection with any Acquisition.

“ 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, or any U.S. or non-U,S, fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.

“ 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 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 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 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, in each case, that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans in such affected jurisdictions pursuant to the Program or another program of a type similar to the Program or (ii) the termination by FinWise Bank of the Program and the failure by the Credit Parties, after using commercially reasonable efforts during the termination period specified in FinWise Bank’s termination notice, to arrange for another partner to originate Consumer Loans or similar products under the Program or another program of similar type to the Program, either of which 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 Notes as of the applicable date of determination.

“ FinWise Bank ” means FinWise Bank, a Utah state chartered bank.

“ Fiscal Year ” means a fiscal year of the Credit Parties.

“ Foreign Lender ” means a Lender or a Holder that is not a US Person.

“ Foreign Subsidiary Credit Party ” means any Credit Party that is a Foreign Subsidiary.

“ Four Month Charge Off Rate ” means, as of any date of determination and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ Fourth Amended and Restated Financing Agreement ” means that certain Fourth Amended and Restated Financing Agreement dated as of October 15, 2018 by and among the Borrowers party thereto, the other Credit Parties party thereto, Agent and the Lenders and Holders party thereto.

“ Funding Account ” means, with respect to the Borrower, a deposit account of Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely used to fund Consumer Loans and for no other purpose and (b) no other party shall have a Lien or shall have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with Borrower.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Guarantor ” means (i) Elevate Credit Parent (ii) each of the Elevate Credit Subsidiaries, and (iii) 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) .

“ Holder ” means a holder of a Note.

“ 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, “financing 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 (vi) 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), (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 and (c) the absolute value of any negative amounts in any accounts owned by any Credit Party.

“ Indemnified Liabilities ” has the meaning set forth in Section 13.12 .

“ Indemnitees ” has the meaning set forth in Section 13.12 .

“ 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, any of its Subsidiaries or the Borrower; (b) a composition, compromise, assignment or arrangement with any creditor of Elevate Credit Parent, any of its Subsidiaries or the Borrower; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of Elevate Credit Parent, any of its Subsidiaries or the Borrower or any of their respective assets; or (d) enforcement of any security over any assets of Elevate Credit, any of its Subsidiaries or the Borrower, 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, (g) a moratorium is declared in respect of any Indebtedness of such Person, or (h) as of such date of determination, to the extent such Person is a Borrower, based on information derived from the Borrower’s internal analysis of the assets held by the Borrower and contemplated to be held by the Borrower following such issuance and purchase of Notes and the Borrower’s reasonable forecasts in good faith (which forecasts shall be mutually acceptable to the Borrower and Agent (in each case, which acceptance shall not be unreasonably conditioned, withheld or delayed)), that it is expected that any Obligations under the Notes will not be fully and timely paid when due. 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 .

“ Interagency Guidelines ” means the Interagency Guidelines Establishing Information Security Guidelines, as set forth in Appendix B to 12 C.F.R. Part 30.

“ Intercreditor Agreement ” means that certain Amended and Restated Intercreditor Agreement dated on or about the Closing Date and among Agent, the “Borrowers” (as defined therein), the “Collateral Agents” (as defined therein) and the “Grantors” (as defined therein).

“ Interest Date ” has the meaning provided in Section 2.2(a) .

“ Interest Rate Spread ” means seven and one-half percent (7.5%) per annum.

“ Interest Rate Spread Reduction Conditions ” means the satisfaction of each of the following conditions:

(a) All of the Credit Parties have been in compliance with all of their obligations and covenants under this Agreement for the six (6) months prior to any date of determination and all of the Credit Parties’ representations and warranties are true, accurate and correct for the six (6) months prior to any date of determination; and

(b) The Borrower shall have satisfied the then applicable Performance Hurdle.

“ Inventory ” has the meaning provided in the UCC.

“ 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) .

“ Joinder Agreement ” has the meaning set forth in Section 8.24 .

“ Late Charge ” has the meaning provided in Section 2.4 .

“ Lender ” and “ Lenders ” has the meaning set forth in the introductory paragraph hereto.

“ Loan to Value Ratio ” means, as of any date of determination, the ratio of (a) the outstanding principal balance of the Notes to (b) the Borrowing Base, 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) .

“ M&A Event ” means a Change of Control of Elevate Credit Parent.

“ 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 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, in each case, as determined by the Agent in its sole but reasonable discretion.

“ 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.

“ Maturity Date ” means the earlier of (a) January 1, 2024 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 $150,000,000.

“ Modified and Re-Aged Consumer Loans ” means Consumer Loans that were modified at any time after origination and meet the definition of a trouble debt restructuring under GAAP.

“ 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.

“ Net Proceeds ” has the meaning set forth in Section 13.18 .

“ 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 ” has the meaning set forth in Section 2.1 .

“ Notice of Purchase and Sale ” means a notice given by the Borrower to the Agent pursuant to Section 2.1 , in substantially the form of Exhibit F hereto.

“ Optional Reborrowing ” has the meaning set forth in Section 2.3(c) .

“ Optional Revolving Date ” means the first or last calendar day of any calendar month in the first calendar quarter.

“ Original Jurisdiction ” means, in relation to a Credit Party, the jurisdiction under whose laws that Credit Party is incorporated as of the 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.

“ Other Borrowers ” means the “ Borrowers ” under and as defined in the Other Financing Agreement.

“ Other Financing Agreement ” means the Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 by and among Rise SPV, LLC, Elevate Credit Service, LLC, the other “Guarantors” from time to time party thereto, the “Lenders” from time to time party thereto and Victory Park Management, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.

“ Other Taxes ” has the meaning set forth in Section 2.6(b) .

“ Outside Legal Counsel ” means counsel selected by the Borrower from time to time.

“ Participant Register ” has the meaning set forth in Section 13.8 .

“ Participation Agreement ” means the Participation Agreement dated as of October 15, 2018 by and between the Borrower and FinWise Bank.

“ Past Due Roll Rate ” means the rate expressed as a percentage, as of the last day of any calendar month, of the ratio of (i) the aggregate outstanding principal balance of Consumer Loans (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in the calendar month that includes such date of determination to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination.

“ 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.

Parties of Consumer Loans that are not Eligible 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 Indebtedness ” means (i) Indebtedness of any (A) Domestic Credit Party to Elevate Credit Parent or any other Domestic Credit Party and (B) Foreign Subsidiary Credit Party to any other Foreign Subsidiary Credit Party; provided , in each case, all such Indebtedness shall be unsecured, (ii) 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, (iii) 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, (iv) guaranties by Elevate Credit Parent of Indebtedness of any subsidiary Credit Party or guaranties by any Domestic Credit Party of any Indebtedness of Elevate Credit Parent with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this definition, (v) Indebtedness which is secured by Liens permitted under clause (xii) of the definition of “Permitted Liens”, (vi) Indebtedness of any subsidiary Credit Party with respect to financing leases; provided , the principal amount of such Indebtedness shall not exceed at any time $5,000,000 for such subsidiary Credit Parties, (vii) 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, (viii) 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 and (ix) 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; provided , that no Indebtedness otherwise permitted by clauses (viii) or (ix) 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 Issuance Date ” means any two Business Day of each calendar month during the term of this Agreement; provided , that no Permitted Issuance Date will be within 5 Business Days of another Permitted Issuance Date.

“ Permitted Liens ” means (i) Liens in favor of the Agent, for the benefit of the Lenders and the Holders, (ii) Liens for Taxes, assessments and other governmental charges not delinquent or 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, and (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.

“ 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 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) .

“ Plan ” means any Multiemployer Plan or Pension Plan.

“ 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) ). 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 product of (a) the percentage set forth beside such period in such table and (b) the greater of (i) the aggregate principal amount of the Notes then prepaid or required to be prepaid (excluding the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (ii) the aggregate principal amount of the Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) :



Period	Prepayment Premium
January 1, 2022 through and including December 31, 2022	5.0%
January 1, 2023 through and including December 31, 2023	2.0%

; provided , that such prepayment premium in connection with a prepayment of the Notes pursuant to Section 2.3(a) in connection with an M&A Event shall equal an amount equal to the sum of (i) the product of (A) the number of days from the date of such prepayment until January 1, 2022 divided by 360 days, (B) the product of the greater of (x) the highest aggregate principal amount of the Notes at any time prior to such prepayment (excluding the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (y) the aggregate principal amount of the Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) and (C) the Current Interest Rate, and (ii) the product of (A) the greater of (x) the highest aggregate principal amount of the Notes at any time prior to such prepayment (excluding the principal amount of any Optional Reborrowings repaid one hundred eighty (180) or more days prior to the applicable prepayment) or (y) the aggregate principal amount of the Notes prior to an Optional Reborrowing pursuant to Section 2.3(c) and (B) five percent (5%).

“ Principal Only Assignment ” has the meaning set forth in Section 13.8 .

“ Proceeding ” has the meaning set forth in Section 7.15 .

“ Program ” means the lending program for the solicitation, marketing, and origination of Consumer Loans pursuant to Program Guidelines.

“ Program Guidelines ” means those guidelines established by FinWise Bank, attached as Schedule 1.1 hereto, for the administration of the Program, as amended, modified or supplemented from time to time by FinWise Bank with the prior written consent of the Borrower to the extent such consent is required pursuant to the Participation Agreement; provided , the Borrower will not provide such consent without the prior written consent of the Agent.

“ Qualified Funding Failure ” has the meaning set forth in Section 2.3(a)(iii) .

“ 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.

“ Republic Financing Agreement ” means that certain Amended and Restated Financing Agreement dated as of February 7, 2019 by and among Elastic SPV, Ltd., Elevate Credit Service, LLC, the other “Guarantors” from time to time party thereto, the “Lenders” from time to time party thereto and Victory Park Management, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.

“ Required Lenders ” means at any time (a) the Lenders then holding more than fifty percent (50%) of the aggregate Maximum Commitments then in effect plus the aggregate unpaid principal balance of the Notes then outstanding, or (b) if the Maximum 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 Prepayment Date ” has the meaning set forth in Section 2.3(d) .

“ 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; and the federal Fair Debt Collection Practices Act.

“ Reviewing Party ” or “ Reviewing Parties ” has the meaning set forth in Section 8.20(a) .

“ Revolving Amount ” has the meaning set forth in Section 2.3(c) .

“ Revolving Conditions ” means the satisfaction of each of the following conditions as of any date of determination:

(a) The Borrower is in compliance with all of its obligations and covenants under this Agreement and all of the Borrower’s representations and warranties are true, accurate and correct; and

(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 or would result therefrom.

“ ROFR Notice ” has the meaning set forth in Section 8.19 .

“ Schedules ” has the meaning set forth in Article 7 .

“ Security Agreement ” means a Pledge and Security Agreement, substantially in the form attached hereto as Exhibit B .

“ Security Documents ” means the Security Agreement, 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 (on behalf of the Lenders), any Lender or any Holder a Lien on any real, personal or mixed Property of such Person as security for the Obligations.

“ 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 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 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 Notes on such date.

“ Subsequent Closing ” has the meaning set forth in Section 3.2 .

“ Subsequent Closing Date ” has the meaning set forth in Section 3.2 .

“ Subsequent Closing Note Purchase Price ” has the meaning set forth in Section 3.2 .

“ Subsidiaries ” has the meaning set forth in Section 7.1 .

“ Trailing Excess Spread ” means, as of any date of determination, the average of the Excess Spread in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Four Month Charge Off Rate ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Four Month Charge Off Rate.

“ Trailing Past Due Roll Rate ” means, as of any date of determination, the average, of the Past Due Roll Rate in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“ Trailing Twelve Month Charge Off Rate ” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Twelve Month Charge Off Rate.

“ Transaction Documents ” has the meaning set forth in Section 7.2 .

“ Twelve Month Charge Off Rate ” means, as of any date of determination and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“ UCC ” has the meaning set forth in Section 7.13 .

“ UK Credit Party ” means a Credit Party organized under the laws of the United Kingdom.

“ US Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ US Tax Compliance Certificate ” has the meaning set forth in Section 2.6(d) .

“ Vintage Pool ” means and refers to, at any given time, all Consumer Loans that were originated by FinWise Bank in a particular calendar month. By way of example, and not by way of limitation, all Consumer Loans that were originated in December 2018 shall constitute one Vintage Pool for the calendar month that ended on December 31, 2018; all Consumer Loans that were originated in January 2019 shall constitute one Vintage Pool for the calendar month that ended on January 31, 2019; all Consumer Loans that were originated in February 2019 shall constitute one Vintage Pool for the calendar month that ended on February 28, 2019; and so on.

“ Waivable Mandatory Prepayment ” has the meaning set forth in Section 2.3(d) .

“ Withholding Agent ” means the Borrower, any Credit Party or the Agent.

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”.

ARTICLE 2

BORROWER’S AUTHORIZATION OF ISSUE

Section 2.1 Senior Secured Term Notes .

(a) The Borrower has authorized (a) the issuance to the Lenders on the Closing Date of senior secured term notes in the aggregate principal amount of $53,000,000 (the “ Closing Notes ”) and (b) the issuance to the Lenders after the Closing Date of additional senior secured term notes in the aggregate principal amount not to exceed, together with the aggregate principal amount of the Closing Notes, the Maximum Commitment, in each case of the foregoing clauses (a) and (b), to be dated the date of issuance thereof, to mature on the Maturity Date, to bear interest as provided in Section 2.2 below and to be in the form of Exhibit A hereto (the “ Notes ”). The commitment of each Lender to fund its pro rata share of Notes issued by the Borrower as of the Closing Date is set forth opposite such Lender’s name in column three (3) of Section 1 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 “ Commitment ”). The Borrower shall repay the outstanding principal balance of the 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 . The proceeds of future purchases of Notes by the Lenders shall be disbursed as the Borrower shall direct on each issuance date of such Note, 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 issuance and purchase of Notes, the aggregate principal amount of all Notes shall not exceed the Maximum Commitment. The Borrower shall deliver to or shall procure the delivery to the Agent a Notice of

Purchase and Sale setting forth each proposed issuance of Notes not later than noon, Chicago time, on (A) the fifteenth (15 ^th ) day prior to the proposed issuance date upon which the Borrower desires to issue Notes for purchase by the Lenders in an amount of $10,000,000 or less or (B) the thirtieth (30 ^th ) day prior to the proposed issuance date upon which the Borrower desires to issue Notes for purchase by the Lenders 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 shall be entitled to deliver only two (2) Notices of Purchase and Sale during each calendar month. Each Notice of Purchase and Sale required hereunder (i) shall be irrevocable, (ii) shall specify the amount of the proposed issuance (which shall be in increments of not less than $100,000) under the Notes, (iii) shall specify the proposed issuance date for such proposed issuance, which shall be a Permitted Issuance Date and (iv) shall specify wire transfer instructions in accordance with which such issuance under the Notes shall be funded, to the extend purchased by the Lenders. Upon receipt of any such Notice of Purchase and Sale, the Agent shall promptly notify each Lender thereof and of the amount of such Lender’s pro rata share of the proposed issuance (provided, that at the election of the Agent and each applicable Lender, such Lender(s) may agree to purchase such proposed issuance of Notes on a non pro rata basis in amounts acceptable to Agent and such Lender(s) in their sole discretion and in the event of any such non pro rata purchase by such Lender(s), (i) such Lender(s) purchasing less than their pro rata share of the proposed issuance of Notes shall be automatically deemed to have assigned to the applicable Lender(s) purchasing more than their pro rata share of the proposed issuance of Notes (and such Lender(s) purchasing more than their pro rata share of the proposed issuance of Notes shall be automatically deemed to have assumed) a percentage interest in the respective Commitments of such Lender(s) purchasing less than their pro rata share of the proposed issuance of Notes in amounts sufficient to give effect to such non pro rata purchase 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 Commitments) 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 Commitment shall fund its pro rata share of the proposed issuance of the Notes (subject to, and except as set forth in, the preceding parenthetical in this sentence) on the applicable Permitted Issuance Date in immediately available funds in accordance with the terms of such Notice of Purchase and Sale. 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 shall not be entitled to specify more than, two (2) Permitted Issuance Dates.

Section 2.2 Interest . The Borrower 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 Note shall bear interest on the unpaid principal amount thereof from the date issued through the date such Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current 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 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. Notwithstanding anything herein to the contrary, any payment of accrued but unpaid interest due and owing on any Note shall be made by cash only by wire transfer of immediately available funds.

(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 Borrower.

Section 2.3 Redemptions and Payments .

(a) Permitted Redemption .

(i) The Borrower may at any time after January 1, 2022, at its 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 ”); provided that , a Permitted Redemption may occur prior to January 1, 2022 only in connection with an M&A Event. The Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30 ^th ) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “ Permitted Redemption Notice ”) to the Agent stating (i) that the Borrower elects 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; provided that such Permitted Redemption Notice may be revoked if for any reason the applicable M&A Event covered by such Permitted Redemption Notice is terminated prior to closing. If the Borrower 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 Borrower on the Permitted Redemption Date, and the Borrower 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.

(iii) Notwithstanding the foregoing and anything to the contrary herein, (A) if a Federal or Multi-State Force Majeure Event shall have occurred or (B) if the Lenders shall fail to purchase additional Notes requested by the Borrower after the Closing Date in accordance with Section 2.1 and provided that all conditions of such purchase set forth in Section 5.2 shall have been satisfied at the time thereof (a “ Qualified Funding Failure ”), then the Borrower shall have the right, exercisable upon at least sixty (60) calendar days’ prior written notice to the Agent, to consummate a Permitted Redemption 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 (y) in the case of the foregoing clause (B), upon written notice from the Agent to the Borrower, given no later than ten (10) calendar days after the Agent’s receipt of the Borrower’s notice of redemption under the foregoing Section 2.3(a)(iii)(B) stating that the Lenders are thereafter willing and able to purchase additional Notes requested by the Borrower, in accordance with Section 2.1 and provided that all conditions of such purchase set forth in Section 5.2 shall have been satisfied at the time thereof; provided further , that, in the case of a Permitted Redemption in respect of the foregoing clause (A), if such Federal or Multi-State Force Majeure Event ceases within the earlier of (i) one (1)

year following such Permitted Redemption or (ii) July 1, 2021, the Credit Parties shall give the Agent and Lenders the right to participate in any new Program or substantially similar program to the Program. 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 that the Lenders are willing and able to purchase additional Notes and provided that all conditions of such purchase 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 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 Borrower 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 Borrower 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 Borrower 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 an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(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 (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower

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 Borrower 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 Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess.

(vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b) , the Borrower 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 Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

(c) Optional Reborrowing . Subject to the satisfaction of the Revolving Conditions, the Borrower may, at its option once per year on an Optional Revolving Date, elect to pay to the Agent, on behalf of the Holders, the Revolving Amount (as defined below) (the “ Optional Reborrowing ”). The “ Revolving Amount ” shall be equal to (A) up to twenty percent (20%) of the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount repaid and all accrued and unpaid fees and (C) all accrued and unpaid Late Charges with respect to such Revolving Amount. On or prior to the date which is the sixtieth (60 ^th ) calendar day prior to the proposed Optional Revolving Date, the Borrower shall deliver written notice to the Agent stating (i) that the Borrower elects to make a payment in connection with an Optional Reborrowing and (ii) the proposed Revolving Amount. The Commitments of each Lender shall not automatically and permanently be terminated or decreased as a result of a payment by Borrower of any Revolving Amount pursuant to this Section 2.3(c) and Borrower may reborrow any Revolving Amount in accordance with Section 2.1 ; provided that reborrowing any such Revolving Amount within one hundred eighty (180) days shall not cause the Current Interest Rate to decrease.

(d) Waiver of Mandatory Prepayments . Anything contained in Section 2.3(b) to the contrary notwithstanding, in the event the Borrower is 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 Borrower is required to make such Waivable Mandatory Prepayment, the Borrower 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 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 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 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, as determined by the Agent in its sole discretion. Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi) ), the Commitment of each Lender shall, at the election of Agent to be given to Borrower 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 Borrower shall also pay to the Agent, for the ratable benefit of the 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 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 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 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 Borrower 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 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 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 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, at the Borrower’s 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) 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(a) ) 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).

(b) The Borrower 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 ”).

(c) 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 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 Borrower under this Section 2.6(c) , within a reasonable period of time after receipt of such notice.

(d) On the 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 Borrower (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), each applicable Lender and Holder shall deliver to the Borrower 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 attached hereto as 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 Borrower 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 ”).

(e) The Parties agree to treat and report amounts lent under this Agreement and any amount due under the Notes as debt for U.S. federal, state and local income tax purposes. The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their respective Affiliates for the full amount of 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 Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority, to the extent such Taxes or Other Taxes are imposed as a result of the treatment of any amounts lent under this Agreement or any amount due under the Notes as other than debt by any Governmental Authority.

(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 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, whereupon the 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 of evidence reasonably satisfactory to the Borrower 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 ( 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 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 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 the 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 principal remaining outstanding (or, in the case of a new Note being issued pursuant to paragraph (a) or (b) of this Section 2.7 , the principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, equals aggregate principal remaining outstanding 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 shall maintain at its principal executive office (or such other office or agency of the Borrower (or the Agent on its behalf) as it may designate by notice to each holder of Notes), a register for the Notes in which the Borrower (or the Agent on its behalf) 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 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.

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 . The Borrower hereby agrees 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 (collectively, the “ Monthly Maintenance Fees ”). The Borrower agrees that the Monthly Maintenance Fees shall be fully-earned when paid and shall not be refundable in whole or in part under any circumstances.

ARTICLE 3

CLOSING

Section 3.1 Initial Closing . In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “ Closing Note Purchase Price ”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A , and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “ Closing ”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders 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 Closing (the “ 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 Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Section 3.2 Subsequent Closings . Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a) , each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a) , in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “ Subsequent Closing Note Purchase Price ”) of the Notes to be

purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “ Subsequent Closing ”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street, Suite 1900, Chicago, Illinois 60661. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “ Subsequent Closing Date ”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

ARTICLE 4

INTENTIONALLY OMITTED

ARTICLE 5

CONDITIONS TO CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE

Section 5.1 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 Closing Date, of each of the following conditions:

(a) Reserved .

(b) The Borrower shall have executed and delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that the Borrower shall pay to the Agent on the Closing Date all fees and other amounts due and owing thereon under this Agreement and the other Transaction Documents.

(c) The Credit Parties shall have executed and/or delivered, or caused to be delivered, to the Agent each of the Security Documents and the Credit Parties shall have executed (to the extent applicable) and/or delivered, or caused to be delivered, to the Agent:

(i) certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto; and

(ii) such other documents relating to the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request.

(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 each of the Index of 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 or incorporation issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the 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 the Closing Date;

(iv) a certificate, executed by the secretary (or other authorized officer) of such Person and dated the 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 Closing, (C) such Person’s bylaws or memorandum and articles of association (or similar document), each as in effect at the 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 Borrower shall have obtained and delivered to Agent:

(i) the opinions of Outside Legal Counsel, dated the 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 Notes to be issued at the 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;

(v) a certificate from the chief financial officer of the Borrower (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 Borrower is not Insolvent; and

(vi) if requested by the Agent, updated certificates from the Borrower’s 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.

(h) The Borrower 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 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 Closing Date. The Agent shall have received a certificate, executed by the chief executive officer of the Borrower (or other authorized executive officer performing a similar function), dated the Closing Date, to the foregoing effect in respect of the Borrower only 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 Notes to be issued at the 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 Closing Date in accordance with Section 8.22 hereof.

Section 5.2 Subsequent Closings . The obligation of each Lender hereunder to purchase Notes at a Subsequent Closing is subject to the satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions:

(c) After giving effect to such issuance and purchase of Notes, the aggregate outstanding principal amount of the Notes would not exceed the Maximum Commitment.

(d) The funding date shall be a Permitted Issuance Date.

(e) After giving effect to such draw, the Debt-to-Equity Ratio of the Borrower shall not be more than 9-to-1.

(f) 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 Permitted Issuance Date in accordance with Section 8.22 hereof.

(g) The Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrower by the chief financial officer of the Borrower (or other authorized executive officer performing a similar function), setting forth 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 funding date.

The request by the Borrower and acceptance by the Borrower of the proceeds of any additional issuance and purchase of Notes made on a Subsequent Closing Date shall be deemed to constitute, as of such Subsequent Closing Date, (i) a representation and warranty by the Borrower 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

INTENTIONALLY OMITTED

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 severally represents and warrants in respect of itself 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 ”)) as applicable to it, are true and correct as of the Closing Date and as of each Subsequent Closing Date. The Schedules shall be arranged by the Borrower 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) (“ 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.

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 Intercreditor 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 Notes 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 Notes by the Borrower has 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.

Section 7.3 Issuance of Notes . The Notes 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 Notes) 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 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 7.7 Equity Capitalization . As of the 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 Notes; (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 Closing, the Borrower has provided to the Lenders true, correct and complete copies of (i) its certificate of incorporation as in effect on the Closing Date, and (ii) its memorandum and articles of association as in effect on the 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 7.9 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 . 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 7.12 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 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 . The 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.

Section 7.14 Absence of Certain Changes; Insolvency .

(a) Since December 31, 2014 (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). Neither the Credit Parties or the Credit Parties and their Subsidiaries taken as a whole are, as of the Closing Date, or after giving effect to the transactions contemplated hereby to occur at the 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 7.16 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 7.18 Placement Agent’s Fees . 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 Notes.

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 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 Notes 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.

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.

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, 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 .

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 Note 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 . 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 or state 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 or state 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).

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 7.30 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 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 Reserved .

Section 7.33 Acknowledgment Regarding Holders’ Purchase of Notes . 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 Notes. 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 7.37 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 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 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.

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 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

(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 (commencing with the calendar month of February 2019) to be greater than the ratio in the table set forth in the definition of Borrowing Base.

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 Borrower 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) Corporate Cash . The Credit Parties shall not permit Corporate Cash at any time (x) prior to December 31, 2019 to be less than the greater of (i) $5,000,000 or (ii) in the event that Elevate Credit Parent enters into any share buyback, $10,000,000 and (y) after December 31, 2019 to be less than the greater of (i) $7,500,000 or (ii) in the event that Elevate Credit Parent enters into any share buyback, $10,000,000.

(e) Past Due Roll Rate . The Credit Parties shall not permit the Trailing Past Due Roll Rate, calculated as of the last day of any calendar month (commencing with the calendar month of February 2019) to be greater than twelve and one-half percent (12.5%).

(f) Four Month Vintage Charge Off Rate . The Credit Parties shall not permit the Trailing Four Month Charge Off Rate to be greater than nine and one-half percent (9.5%).

(g) Twelve Month Vintage Charge Off Rate . The Credit Parties shall not permit the Trailing Twelve Month Charge Off Rate to be greater than thirty-six percent (36%).

(h) Excess Spread . The Credit Parties shall not permit the Trailing Excess Spread to be less than three and one-quarter percent (3.00%).

The defined term “Consumer Loans” as used in Sections 8.1(e) through (h) may be deemed to also include all unsecured consumer loans marked as “Rise SPV, LLC” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) in the Agent’s sole discretion.

Section 8.2 Deliveries . The Borrower agrees 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 balance sheets of the Credit Parties and their Subsidiaries as at the end of such month and the related consolidated statements of operations, stockholders’ equity and cash flows of Elevate Credit Parent and its Subsidiaries 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 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 balance sheets of Elevate Credit Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated 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, 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 Borrower by the chief financial officer of the Borrower (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) Monthly Data Tape. On the dates that the financial statements under clause (a) above are delivered, a data tape in a form acceptable to Agent in its sole discretion that contains information as to Borrower’s loan portfolio submitted as of the most recent month end. The Credit Parties shall provide a data tape to Agent promptly after the Closing Date but in no event after March 21, 2019.

(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 Borrower agrees 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 (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 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. 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 Security Agreement, the Security Documents and other Transaction Documents; provided , the foregoing notwithstanding any of the Elevate Credit Subsidiaries (other than the 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 the Credit Parties containing such information as may be reasonably requested by Agent.

(l) 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 . 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 8.7 Restricted Payments . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly,

(ii) the Borrower may make monthly distributions of funds to Elevate Credit Parent 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:

(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:

(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 8.9 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 8.11 Insurance .

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 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.

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.

Section 8.14 Change in Business; Change in Accounting; Elevate Credit . The Credit Parties shall not engage in any line of business other than the businesses engaged in on the 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, (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. 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;

(c) any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

and documentation and any other information concerning its investment in such Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Service and any other relevant tax authority, in each case to the extent required by applicable law, and (2) take such other steps as the deem necessary or helpful to comply with FATCA.

Section 8.17 Additional Collateral . With respect to any Property acquired after the 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 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 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 Holder to conduct field exams of the Collateral, all at such reasonable times and intervals as the Agent may reasonably request.

(d) The Credit Parties will, upon the request of the Agent, participate in a meeting of the Agent 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 and the Agent) at such time as may be agreed to by the Borrower and the Agent.

Section 8.19 Additional Issuances of Debt Securities; Right of First Refusal on New Indebtedness . So long as any Notes are outstanding, 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 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 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) 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 in each state in which any Credit Party originates Consumer Loans, (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 any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent.

(b) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the 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.

Section 8.21 Use of Proceeds . The Borrower will use the proceeds from the sale of each Note solely (i) to purchase participation interests in loan and interest receivables (in any non-payday loan product), originated by FinWise Bank, (ii) to fund certain fees and expenses associated with the consummation of the transactions contemplated by this Agreement, and (iii) subject to excess availability under this facility, to transfer funds as permitted under this Agreement.

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) and applicable legal counsel 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 and ongoing fees and expenses of the Borrower), 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 Closing Date. After the Closing Date, the Guarantors agree to pay the ongoing fees, Taxes (if any) and expenses of the Borrower. 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, 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 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 of any

Consumer Loans by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the 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, 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 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, 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 would result in material incremental income tax liability under Section 956 of the Code to Elevate Credit Parent, 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 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 Closing Date plus additional Investments in Foreign Subsidiaries after the 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 Parent in the Borrower, including, without limitation, cash equity contributions made in order to satisfy the LTV Covenant Cure Obligation, and Investments by Elevate Credit Parent in its other Subsidiaries that are Credit Parties; and

(g) Investments made by the Credit Parties (other than Elevate Credit Parent) constituting Consumer Loans to residents of the United States.

Section 8.27 Backup Servicer . At any time or from time to time upon the request of the Agent, the Borrower shall appoint, at Borrower’s sole expense, a Backup Servicer that is satisfactory to the Agent in Agent’s sole discretion and shall enter into a Backup Servicing Agreement that is satisfactory (including with respect to the Credit Parties’ obligations to cooperate with such Backup servicer and provide any data and other information and documents, including data tapes, to such Backup Servicer to allow Backup Servicer to perform its duties) to the Agent in Agent’s sole discretion.

Section 8.28 Claims Escrow Account .

(a) Within two (2) Business Days on or after the date in which (i) all Obligations not relating to any pending claim that are due to Lenders and Holders have been paid in full and (ii) the Credit Parties are aware of a pending claim, the Borrower shall establish and maintain a deposit account at a bank reasonable acceptable to Agent, in the form of time deposit or demand account (the “ Claims Escrow Account ”). Such Claims Escrow Account shall be a Blocked Account. The Borrower shall deposit in the Claims Escrow Account, no later than one (1) Business Day following receipt, fifty percent (50%) of the collections received by Borrower from all of the Consumer Loans until the Claims Escrow Account Funding Condition is satisfied. After a Claims Escrow Account is established pursuant to this Section 8.28 and subject to the rights of the parties under the Intercreditor Agreement, the Borrower shall be permitted to remit, prior to the satisfaction of the Claims Escrow Account Funding Condition, the fifty percent (50%) of the collections remaining after remitting to the Claims Escrow Account and, on and after the satisfaction of the Claims Escrow Account Funding Condition, one hundred percent (100%) of any collections to the applicable Elevate Credit Subsidiary in accordance with the applicable contractual terms between

Borrower and such Elevate Credit Subsidiary. For the avoidance of doubt and notwithstanding Section 12.14 , subject to the satisfaction of the foregoing requirements this Section 8.28(a) , the Agent shall not seek to limit the ability of the Borrower to remit funds to the Elevate Credit Subsidiary under this Section 8.28(a) and such amounts shall be released without restriction from the Lien of the Financing Agreement.

(b) In the sole discretion of the Agent, funds deposited in the Claims Escrow Account may be used to satisfy any Obligations then due to Lenders, Holders and/or Agent.

ARTICLE 9

CROSS GUARANTY

Section 9.1 Cross-Guaranty . Each Guarantor, 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. 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:

(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.

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:

(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.

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 the 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 Borrower pursuant to the express terms of this Agreement or (b) constitute a waiver by the Borrower of the Borrower’s rights or defenses under this Agreement in the Borrower’s capacity as the 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;

(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 , and 8.25 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 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 that is not in connection with an M&A Event resulting in a Permitted Redemption pursuant to Section 2.3(a) 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, the Republic Financing Agreement or the Other Financing Agreement beyond any applicable notice or cure period;

(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, or (iii) a Federal or Multi-State 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 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 and Chris Lutes shall, at any time for any reason, cease to be employed by either an Elevate Credit Subsidiary or Elevate Credit Parent in the same position and with duties substantially similar to those held as of the Closing Date, unless a replacement reasonably satisfactory to Agent shall have been appointed and employed (including on an interim basis) within ninety (90) days of his cessation of employment;

Section 10.2 Termination of Commitments and Acceleration Right .

(a) Promptly after the occurrence of an Event of Default, the Borrower 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 declare all or any portion of the Commitment of each Lender to purchase additional Notes to be suspended or terminated by delivering written notice thereof (an “ Event of Default Commitment Suspension or Termination Notice ”) to the Borrower, 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 Borrower to redeem all or any portion of the Notes (an “ Event of Default Redemption ”) by delivering written notice thereof (the “ Event of Default Redemption Notice ”) to the Borrower, which Event of Default Redemption Notice shall indicate the tranche(s) and portion(s) of the Notes that the Agent is requiring the Borrower 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 Borrower. All Notes subject to redemption by the Borrower pursuant to this Section 10.2 shall be redeemed by the Borrower 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) or 10.1(n)(iii) 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 Borrower shall deliver the applicable Event of Default Redemption Price to the Agent within three (3) Business Days after the Borrower’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 the Notes, the Borrower shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7 ) representing the portion of the outstanding principal thereunder that has not be paid 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 10.5 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, Borrower irrevocably waives 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 Borrower 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.

(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 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

[RESERVED]

ARTICLE 12

AGENCY PROVISIONS

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. 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, 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.

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 12.5 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 any Guarantor, the Borrower or any of their respective 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 any Guarantor, the Borrower or any of their respective 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 any Guarantor, the Borrower or any of their respective 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 Borrower), 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:

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 Borrower 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 Borrower 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 Elevate Credit Parent, the Borrower or any of their respective 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 Elevate Credit Parent, the Borrower 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 Elevate Credit Parent, the Borrower or any of their respective Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys in fact, respective Subsidiaries or Affiliates.

survive the payment of the Notes and all other amounts payable hereunder and the termination of this Agreement and the other Transaction Documents.

Section 12.11 Resignation 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 Borrower and, thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders 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 Borrower (so long as no Event of Default has occurred and is continuing). 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 Agent. After any retiring Agent’s resignation hereunder as Agent, 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, the retiring Agent’s resignation 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.

Section 12.12 Reimbursement by Holders and Lenders . To the extent that the Borrower for any reason fails 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.

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 .

(a) any Subsidiary of the 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 (other than any indemnity obligations of any Credit Party under the Transaction Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) 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, ongoing fees and expenses of the Borrower, 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; (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 . This Agreement shall be a contract made under, and governed and enforced in every respect 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 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 13.4 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 13.6 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 Notes 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) extend the Maturity Date of any Note (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), (b) 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), (c) modify this Section 13.6 , or (d) disproportionately and adversely affect any Lender or Holder as compared to other Lenders or Holders, in each case, without the consent of all Holders directly affected thereby), 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.

If to any of the Guarantors:

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

If to the Borrower:

MaplesFS Limited

PO Box 1093

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Telephone: (345) 814-5710

Attention: Andrew Dean, Senior Vice President

E-mail: Andrew.Dean@maplesfs.com

If to the Agent:

Victory Park Management, LLC
150 North 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 ,

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. 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 to any Person (an “ Assignee ”), with the prior written consent of the Agent and, so long as no Event of Default exists, the Borrower (which consent of the Borrower 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 the Borrower 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. 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). 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 purchase any Notes. For purposes of determining whether the Borrower has reached the Maximum 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 Borrower 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. Notwithstanding anything in the Transaction Documents to the contrary, (i) no lender to or funding or financing source of a Lender or its Affiliates shall have any obligation to purchase Notes, (ii) there shall be no limitation or restriction or consent right on a Lender's ability to assign or otherwise transfer any Transaction Document, Note or Obligation to an Affiliate or lender or funding or financing source, and (iii) there shall be no limitation or restriction or consent rights on such Affiliates’ or lenders’ or financing or funding sources’ ability to assign or otherwise transfer any Transaction Document, Note or Obligation (or any of its rights thereunder or interest therein).

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, 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 purchase Notes hereunder, and, except as may otherwise be provided in the operative documentation governing such participation, 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) except as may otherwise be provided in the operative documentation governing such participation, 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 Borrower, 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 13.10 Survival . The representations, warranties, agreements and covenants of the Credit Parties and the Lenders contained in the Transaction Documents shall survive the Closing. Each Lender and each Holder shall be responsible only for its own agreements and covenants hereunder.

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 Notes hereunder and in addition to all of the Credit Parties’ other obligations under the Transaction Documents, subject to 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 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 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, 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 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 Notes, or (iii) the status of such Lender or Holder as a lender to the Borrower pursuant to the transactions contemplated by the 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.

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 the 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 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, 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 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 Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties

shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company 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 the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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 Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company 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 Financing Agreement to be duly executed as of the date first written above.

BORROWER :

EF 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

IN WITNESS WHEREOF, each party has caused its signature page to this Financing Agreement to be duly executed as of the date first written above.

GUARANTORS :

ELEVATE CREDIT, INC. , a Delaware corporation


By:	/s/ Kenneth E. Rees Name: Kenneth E. Rees Title:President

IN WITNESS WHEREOF, each party has caused its signature page to this Financing Agreement to be duly executed as of the date first written above.

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

IN WITNESS WHEREOF , the parties hereto have caused this Financing Agreement to be duly executed on the day and year first above written.

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

IN WITNESS WHEREOF , the parties hereto have caused this Financing Agreement to be duly executed on the day and year first above written.

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

IN WITNESS WHEREOF, each party has caused its signature page to this 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

LENDER:

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 SPECIAL OPPORTUNITIES FUND III ONSHORE, L.P.

By: VPC Special Opportunities Fund III GP, L.P.

Its: General Partner

By: VPC Special Opportunities III UGP, 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: 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 INVESTOR FUND B II, LLC

By: VPC Investor Fund GP B II, L.P.

Its: Managing Member

By: VPC Investor Fund UGP B II, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

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

[SIGNATURE PAGES CONTINUE]

LENDERS (CON’T.):

VPC INVESTOR FUND G-1, L.P.

By: VPC Investor Fund GP G, L.P.

Its: General Partner

By: VPC Investor Fund UGP G, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC SPECIALTY LENDING FUND (NE), LTD.

By: Victory Park Capital Advisors, LLC


Its:	Investment Manager (pursuant to powers of attorney granted in the Investment Management Agreement)

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.


By:	VPC Specialty Lending Investments Intermediate GP, LLC

Its: General Partner

By: Victory Park Management, LLC

Its: Manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Manager

VPC OFFSHORE UNLEVERAGED PRIVATE DEBT FUND, L.P.

By: VPC Private Debt Fund GP, L.P.

Its: General Partner

By: VPC UGP, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

SCHEDULE OF LENDERS



(1)	(2)	(3)	(4)	(5)
Lender	Address and Facsimile Number	Commitment to Purchase Notes:	Commitment to Purchase Closing Notes at Closing:	Legal Representative’s Address and Facsimile Number
VPC INVESTOR FUND B, LLC	150 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$13,111,806.17	$13,111,806.17	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$78,879.92	$78,879.92	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$105,430,359.48	$8,430,359.48	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$10,000,000.00	$10,000,000.00	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
VPC INVESTOR FUND C, L.P.	150 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$5,338,649.76	$5,338,649.76	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$1,123,484.43	$1,123,484.43	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$637,533.46	$637,533.46	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$14,154,789.56	$14,154,789.56	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 North Riverside Plaza, Suite 5200 Suite 3900 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	$124,497.22	$124,497.22	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

FORM OF SENIOR SECURED TERM NOTE



[_________], 20[__]	Principal: U.S. $[_____]

FOR VALUE RECEIVED , EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ 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 Senior Secured Term Note pursuant to the terms of that certain Financing Agreement, dated as of February [7], 2019 by and among the Borrower, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”), the other Credit Parties party thereto 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 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 Term Note (including all Notes issued in exchange, transfer, or replacement hereof, this “ Note ”) is one of the senior secured 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, mandatory prepayment and optional reborrowing 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 the 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, the 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 Borrower will not be affected by any notice to the contrary.

This Note shall be made under, and governed and enforced in every respect 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. 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 New York, New York, (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 THE 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 Borrower has caused this Note to be duly executed as of the date set out above.

BORROWER:

EF SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands

By:

Name:

Title:

EXHIBIT B

FORM OF PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT , dated as of February 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), is entered into by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), Elevate Credit, Inc., a Delaware corporation (“ Elevate ”), as a Guarantor (as defined in the Financing Agreement described below), the other Guarantors party hereto, Victory Park Management, LLC (“ Victory Park ”), as the collateral agent (in such capacity, the “ Collateral Agent ”) for the benefit of the “Secured Parties” (as defined below), and each Person which becomes a party hereto pursuant to the joinder provisions of Section 20 hereof (the Borrower, the Guarantors and such other Persons are collectively referred to as the “ Obligors ” or individually referred to as an “ Obligor ”).

WHEREAS :

A. Pursuant to that certain Financing Agreement entered into by and among the Obligors, the Lenders and Holders identified therein and the Collateral Agent (such Lenders, Holders and the Collateral Agent hereinafter collectively referred to as the “ Secured Parties ”) dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “ Financing Agreement ”) the Lenders have agreed to purchase those certain senior secured term notes issued by the Borrower to the Lenders in the original aggregate principal amount of $150,000,000 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Notes ”).

B. Pursuant to the Financing Agreement, the Guarantors have agreed to guaranty all Obligations of the Borrower to the Secured Parties under the Notes, the Financing Agreement and the other Transaction Documents.

C. In order to secure the Obligations and as an inducement to the Lenders to purchase the Notes under the Financing Agreement, each Obligor has agreed to enter into this Agreement for the benefit of the Secured Parties.

NOW, THEREFORE , in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. CERTAIN DEFINITIONS . As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in the UCC shall have the respective meanings given such terms in the UCC (and if such terms are defined in more than one article of the UCC, such terms shall have the meaning given in Article 9 thereof), and capitalized terms not otherwise defined herein shall have the meaning given to them in the Financing Agreement.

(a) “ Collateral ” means, subject to the exclusions expressly identified in Section 2 hereof, the following property of the Obligors, whether presently owned or existing or hereafter acquired or coming into existence and wherever located, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including,

without limitation, all proceeds from the sale or transfer thereof and of insurance covering the same and of any tort claims in connection therewith:

(i) all Accounts, Deposit Accounts, Instruments, Documents, Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper), Goods (including Inventory, Equipment, Fixtures and Motor Vehicles), Money, Payment Intangibles, Software, customer lists and other General Intangibles and all Letter-of-Credit Rights;

(ii) the shares of common stock and preferred stock, or partnership, membership and other ownership interests, now or hereafter owned by the Obligors (collectively, the “ Pledged Equity ”), and all certificates evidencing the same, together with, in each case, all shares, securities, monies or property representing a dividend on any of the Pledged Equity, or representing a distribution or return of capital upon or in respect of the Pledged Equity, or resulting from a split up, revision, reclassification or other like change of the Pledged Equity or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Equity (the Pledged Equity, together with all other certificates, shares, securities, properties, ownership interests, or moneys, dividends, distributions, returns of capital subscription, warrants, rights or options as may from time to time be pledged hereunder pursuant to this clause being herein collectively called the “ Equity Collateral ”);

(iii) all Investment Property, Financial Assets and Securities Accounts not covered by the foregoing clauses (i) and (ii);

(iv) all Intellectual Property;

(v) all commercial tort claims now or hereafter described on Schedule C attached hereto;

(vi) all other tangible and intangible personal property of the Obligors, including all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents owned by the Obligors (including any held for the Obligors by any computer bureau or service company from time to time acting for the Obligors); and

(vii) all Proceeds and products in whatever form of all or any part of the other Collateral, including all rents, profits, income and benefits and all proceeds of insurance and all condemnation awards and all other compensation for any event of loss with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessions to, substitutions for and replacements of all or any part of the other Collateral.

(b) “ Controlled Account ” means the bank accounts (including, without limitation, all Deposit Accounts and Securities Accounts) of the Obligors, including without limitation those set forth on Schedule F hereto, but excluding any accounts used exclusively to fund payroll.

(c) “ Copyright Licenses ” shall mean any and all agreements and licenses to which an Obligor is a party providing for the granting of any right in or to Copyrights or otherwise providing for a covenant not to sue with respect to a Copyright (whether such Obligor is licensee or licensor thereunder).

(d) “ Copyrights ” shall mean all United States and foreign copyrights owned or licensed by an Obligor (including community designs), including but not limited to copyrights in software (if any) and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, including, without limitation, all moral rights, reversionary interests and termination rights, (iv) all rights to sue

for past, present and future infringements thereof and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

(e) “ Event of Default ” shall have the meaning ascribed in the Financing Agreement.

(f) “ Intellectual Property ” shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trade Secrets, the Trade Secret Licenses, the Trademarks and the Trademark Licenses.

(g) “ Obligations ” shall have the meaning ascribed in the Financing Agreement.

(h) “ Patent Licenses ” means all agreements and licenses to which an Obligor is a party providing for the granting of any right in or to Patents or otherwise providing for a covenant not to sue with respect to a Patent (whether such Obligor is licensee or licensor thereunder).

(i) “ Patents ” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing owned or licensed by an Obligor, including, but not limited to: (i) all registrations and applications therefor, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

(j) “ Permitted Liens ” shall have the meaning ascribed in the Financing Agreement.

(k) “ Requirements of Laws ” means any U.S. federal, state and local, and any non-U.S. laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority and applicable to an Obligor.

(l) “ Trade Secret Licenses ” shall mean any and all agreements to which an Obligor is a party providing for the granting of any right in or to Trade Secrets (whether such Obligor is licensee or licensor thereunder).

(m) “ Trade Secrets ” shall mean all trade secrets and all other confidential or proprietary information and know-how owned by an Obligor whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

(n) “ Trademark Licenses ” means any and all agreements and licenses to which an Obligor is a party providing for the granting of any right in or to Trademarks or otherwise providing for a covenant not to sue or permitting co-existence with respect to a Trademark (whether such Obligor is licensee or licensor thereunder).

(o) “ Trademarks ” means United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature owned or licensed by an Obligor, all registrations and applications for any of the foregoing including, but not limited to: (i) all registrations and applications therefor, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

(p) “ Transaction Documents ” shall have the meaning ascribed in the Financing Agreement.

(q) “ Unasserted Contingent Obligations ” means Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding Obligations in respect of the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Obligation) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

2. GRANT OF SECURITY INTEREST . As an inducement for the Lenders to purchase the Notes, and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, each Obligor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Collateral Agent for the benefit of the Secured Parties a continuing security interest (the “ Security Interest ”) in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to the Collateral, but excluding (i) the fees (including for each issuance of Notes) received as a fee for entering into the Transaction Documents and transactions contemplated thereby, standing to the credit of the bank account of the Borrower in the Cayman Islands; (ii) any earnings on clause (i) or proceeds thereof; and (iii) any share capital of the Borrower.

3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE OBLIGOR . Each Obligor represents and warrants to, and covenants and agrees with, the Collateral Agent for the benefit of the Secured Parties as follows:

(a) Such Obligor has the requisite corporate or limited liability company power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by such Obligor of this Agreement and the filings contemplated therein have been duly authorized by all necessary corporate or limited liability company action on the part of such Obligor and no further action is required by such Obligor.

(b) Such Obligor has no place of business or offices where its books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto.

(c) Such Obligor is the sole owner of, or possesses adequate rights in, the Collateral, and, except for the Permitted Liens and liens in favor of the Secured Parties, such Collateral is free and clear of any liens, security interests, encumbrances, rights or claims, and such Obligor is fully authorized to grant the Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those filed in favor of the Secured Parties) covering or affecting any of the Collateral except for the Permitted Liens and liens in favor of the Secured Parties. So long as this Agreement shall be in effect, such Obligor shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement and except those arising from the Permitted Liens).

(d) No part of the Intellectual Property owned by such Obligor constituting Collateral has been judged invalid or unenforceable, and to the knowledge of such Obligor, no part of the Intellectual Property licensed by such Obligor constituting Collateral has been judged invalid or unenforceable. Except as disclosed in the Schedules to the Financing Agreement, to the knowledge of such Obligor no written claim has been received by such Obligor that any Intellectual Property or such Obligor’s use of any Intellectual Property violates the intellectual property rights of any third party. There has been no adverse decision to such Obligor’s claim of

ownership rights in or rights to use the Intellectual Property owned by such Obligor in any jurisdiction or to such Obligor’s right to keep and maintain the registered Intellectual Property it owns in full force and effect, and to the knowledge of such Obligor, there has been no adverse decision to such Obligor’s claim of rights to use the Intellectual Property licensed by such Obligor in any jurisdiction. Except as disclosed in the Schedules to the Financing Agreement, there is no proceeding pending before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority or, to the knowledge of such Obligor, threatened in writing against such Obligor contesting or challenging the validity, scope or enforceability of, or an Obligor’s ownership of or right to use such Intellectual Property.

(e) Such Obligor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Collateral Agent at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to create in favor of Collateral Agent, for the benefit of itself and the Secured Parties, a valid, perfected and continuing perfected first priority (except for the Permitted Liens) Lien in the Collateral.

(f) This Agreement creates in favor of the Collateral Agent, for itself and on behalf of the Secured Parties, a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in clause (g) below with respect to Collateral that may be perfected by such filing and upon the timely effecting of actions required by applicable law to perfect security interests in other Collateral which actions shall be taken by such Obligor at the request of a Secured Party (including, without limitation, the transfer of possession of original certificated securities with respect to Borrower (or any Guarantor that issues original certificated securities), together with appropriate transfer instruments and the delivery of deposit account control agreements), a perfected first priority (except for the Permitted Liens) Lien in such Collateral.

(g) Such Obligor hereby authorizes the Collateral Agent, for itself and on behalf of the Secured Parties, to file one or more financing statements under the UCC, with respect to the Security Interest with the filing and recording agencies in any jurisdiction deemed necessary or desirable in the sole and absolute discretion of the Collateral Agent, and to file the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office as appropriate. Without limiting the foregoing, each Obligor authorizes the Collateral Agent to file the UCC financing statement naming such Obligor as debtor set forth on Exhibit B hereto. Each Obligor irrevocably authorizes the Collateral Agent, for and on behalf of the Secured Parties, at any time and from time to time, to file in any filing office in any jurisdiction, any initial financing statement or amendment thereto that indicates the collateral as “all assets” or “all personal property” of such Obligor or words of similar effect. Such Obligor will pay the cost of filing the same in all public offices wherever the filing is, or is deemed by the Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, but subject to the terms of the Financing Agreement and this Agreement, such Obligor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and such Obligor shall obtain and furnish to the Collateral Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder.

(h) The execution, delivery and performance of this Agreement by such Obligor does not conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing such Obligor’s debt or otherwise) to which such Obligor is a party or by which any property or asset of such Obligor is bound or affected. No consent (including, without limitation, any consent from any holder of stock or other type of ownership interest, any creditors, or any Governmental Authority that currently regulates the business of such Obligor) is required for such Obligor to enter into and perform its obligations hereunder, other than such consents as shall have previously been obtained.

(i) Such Obligor shall at all times maintain the Liens and Security Interest provided for hereunder as valid and perfected first priority (except for Permitted Liens) Liens and Security Interests in the Collateral in favor of the Collateral Agent until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 13 hereof. Such Obligor hereby agrees to defend the Liens in favor of the Collateral Agent from and against any and all persons except for the Secured Parties. Such Obligor shall safeguard and protect all Collateral for the account of the Secured Parties, subject to ordinary wear and tear, casualty or condemnation.

(j) Except for the Permitted Liens and as expressly permitted under the Financing Agreement, such Obligor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of the Collateral Agent.

(k) Such Obligor shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order, subject to ordinary wear and tear, casualty or condemnation, and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage or otherwise prohibited by any applicable Requirement of Law.

(l) Such Obligor shall, promptly upon obtaining knowledge thereof, advise the Collateral Agent, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event with respect to the Collateral which would have a Material Adverse Effect on the value of the Collateral or on the Secured Parties’ Lien thereon.

(m) Such Obligor shall promptly execute and deliver to the Secured Parties such further deeds, mortgages, fixture filings, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as any Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral or any additional collateral, including, without limitation, the execution and delivery of separate mortgages and fixture filings, which shall be satisfactory to the Collateral Agent in its sole discretion for real or personal property interest.

(n) Such Obligor shall permit the Secured Parties and their representatives and agents to inspect the Collateral and to make copies of records pertaining to the Collateral in accordance with the terms of the Financing Agreement.

(o) Such Obligor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral (subject, in each case, to the sale, settlement or charge off in the ordinary course of business of the Credit Parties of Consumer Loans that are greater than sixty (60) days past due).

(p) Such Obligor shall within three (3) Business Days notify the Collateral Agent in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Obligor that may materially adversely affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.

(q) All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of such Obligor with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

(r) Such Obligor shall, and shall cause its Subsidiaries to, at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights, permits, licenses and franchises material to their businesses.

(s) Such Obligor will not change its name, corporate structure, or identity, or add any fictitious name unless it provides at least thirty (30) days prior written notice to the Collateral Agent of such change and, at the time of such written notification, such Obligor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected first priority (except for Permitted Liens) Security Interest granted and evidenced by the Security Documents.

(t) Such Obligor may not consign any of its Inventory or sell any of its Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Collateral Agent, which shall not be unreasonably withheld.

(u) Such Obligor may not relocate its chief executive office to a new location without providing thirty (30) days prior written notification thereof to the Collateral Agent and so long as, at the time of such written notification, such Obligor provides any financing statements or fixture filings necessary to perfect and continue perfected the perfected first priority (except for Permitted Liens) Security Interest granted and evidenced by the Security Documents.

(v) Such Obligor’s exact legal name and jurisdiction of organization is set forth in the introduction paragraph of this Agreement.

(w) With respect to the Pledged Companies (as set forth in Schedule D ):

(i) The Obligors shall deliver, or cause to be delivered, all certificates or instruments representing or evidencing the Pledged Equity of the Pledged Companies to the Collateral Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, and each Obligor agrees to execute and deliver, or cause to be executed and delivered, to the Collateral Agent with respect to each Pledged Company a Consent, in the form attached hereto as Exhibit A-1 , and a Pledge Instruction, in the form attached hereto as Exhibit A-2 and by this reference each made a part hereof.

(ii) The Collateral Agent shall have the right, at any time in its discretion and without notice to any Obligor, after the occurrence of any Event of Default, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of such Pledged Equity with respect to such Pledged Companies. The Collateral Agent shall also have the right at any time, in connection with exercising its rights hereunder, to exchange certificates or instruments, if any, representing or evidencing such Pledged Equity for certificates or instruments of smaller or larger denominations provided that the aggregate number of interests on such certificates or instruments issued in exchange thereof shall not exceed the number of interests pledged by the Obligors in the Pledged Companies;

(iii) in addition, all other steps necessary or advisable under any applicable law to be taken in order to perfect the first priority (except for Permitted Liens) Security Interest granted to Collateral Agent free from adverse claims hereunder shall be taken by or on behalf of each Obligor, including without limitation, any notation on any certificate or instrument representing the Pledged Equity of the Pledged Companies and any notation on any share register or similar document or Instrument;

(iv) upon the proper filing of UCC financing statements by the Collateral Agent, and/or upon delivery to the Collateral Agent of any issued certificates representing the Pledged Equity of the Pledged Companies and the taking of any other steps

that may be required in accordance with this Section 3(w) or otherwise, the pledge of Pledged Equity of the Pledged Companies pursuant to this Agreement creates a valid and perfected first priority (subject only to Permitted Liens) Security Interest free from adverse claims in the Equity Collateral in respect of the Pledged Companies securing the payment of the Obligations for the benefit of the Collateral Agent and the other Secured Parties;

(v) Schedule D and Schedule E to this Agreement with respect to the Pledged Companies are true and correct and complete; and without limiting the generality of the foregoing, the Pledged Equity set forth opposite such Obligor’s name on Schedule E hereto, constitutes, as of the date hereof, the number of the issued and outstanding equity interests of each Pledged Company indicated on Schedule D hereto, the percentage of each Pledged Company indicated on Schedule E hereto and the Pledged Equity constitutes all of the Equity Interests of any such Pledged Company owned by such Obligor; and

(vi) Notwithstanding anything to the contrary contained herein, no interest in any limited liability company or limited partnership owned or controlled by any Obligor that constitutes Pledged Equity shall be represented by a certificate unless (i) the limited liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Collateral Agent in accordance with the terms hereof.

(x) (i) So long as no Event of Default shall have occurred and be continuing, each applicable Obligor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Companies, as applicable, or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Transaction Documents; provided , however , that such Obligor shall not exercise or shall refrain from exercising any such right if such action or inaction could reasonably be expected to have a Material Adverse Effect on the value of the Pledged Companies or any part thereof or be inconsistent with or violate any provisions of this Agreement and the other Transaction Documents.

(i) So long as no Event of Default shall have occurred and be continuing, each applicable Obligor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Collateral, Equity Collateral and Pledged Companies to the extent permitted by the Transaction Documents.

(ii) At any time while an Event of Default has occurred and is continuing, any and all (A) dividends and other distributions paid or payable in cash in respect of any Equity Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (B) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Equity Collateral, shall be in each case forthwith delivered to the Collateral Agent, to hold and shall, if received by an Obligor, be received in trust for the benefit of the Collateral Agent and the Secured Parties, be segregated from the other property or funds of such Obligor, and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(iii) All dividends or other distributions which are received by an Obligor contrary to the provisions of this Section 3(x) shall be received in trust for the benefit of the Collateral Agent and the Secured Parties, shall be segregated from other funds of such Obligor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement).

(iv) Subject to the provisions of Section 4 hereof, upon the occurrence and during the continuance of an Event of Default, (A) all voting and other rights of an Obligor which it would otherwise be entitled to exercise pursuant to Section 3(x)

(i) shall cease, and all such rights shall automatically thereupon (unless expressly waived in writing by the Collateral Agent) become vested in the Collateral Agent for the benefit of itself and the Secured Parties, which shall (unless expressly waived in writing by the Collateral Agent) thereupon have the sole right to exercise such rights in accordance with Article 5 hereof, and (B) all cash dividends or other distributions payable in respect of the Pledged Companies shall be paid to the Collateral Agent, for the benefit of itself and the Secured Parties and such Obligor’s right to receive such cash payments pursuant to Sections 3(x)(ii) and 3(x)(iii) hereof shall immediately and automatically cease.

(y) Schedule F attached hereto correctly sets forth all Controlled Accounts of each Obligor as of the date hereof. Each Obligor agrees that (i) it shall not create any new Controlled Account, unless prior to (or concurrently therewith) it has entered into an account control agreement for such Controlled Account in form and substance reasonably satisfactory to the Collateral Agent, and (ii) no proceeds of any Accounts will be deposited in or at any time transferred to any Controlled Account other than a Controlled Account governed by an account control agreement in form and substance reasonably satisfactory to the Collateral Agent.

(z) Except as set forth on Schedule G attached hereto, Obligor owns no motor vehicles for which a certificate of title has been issued or for which a certificate of title is required by law and upon acquiring any such motor vehicle each Obligor shall, at the request of the Collateral Agent, cause the Collateral Agent to be noted as the first lienholder on the certificate of title.

(aa) With respect to any Intellectual Property hereafter owned or acquired which is registered or for which registration is sought, such Obligor shall promptly (and in any event, within 30 days of Obligor acquiring such Intellectual Property) file, in appropriate form for recordation, an Intellectual Property Security Agreement covering such Intellectual Property with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable; provided that, the foreign equivalents of such filings shall be required only to the extent requested by Collateral Agent.

(ab)

(i) If any amount payable under or in connection with any Collateral owned by such Obligor shall be or become evidenced by an instrument or Tangible chattel paper, such Obligor shall mark all such instruments and Tangible Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Victory Park Management, LLC, as Collateral Agent” and, at the request of the Collateral Agent, shall immediately deliver such instrument or Tangible Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, such Obligor may retain for collection in the ordinary course of business any instrument received for payment in the ordinary course of business, and the Collateral Agent shall, within reasonable time upon request of the Obligor, make appropriate arrangements for making any instrument or Tangible Chattel Paper delivered by Obligor available to Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by Collateral Agent, against trust receipts or like document).

(ii) Such Obligor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than the Collateral Agent, a securities intermediary or a commodity intermediary.

(iii) If any amount payable under or in connection with any Collateral owned by such Obligor shall be or become evidenced by Electronic Chattel Paper, such Obligor shall take all steps requested by Collateral Agent after notification by Obligor of ownership of such Collateral, to grant the Collateral Agent control of all such Electronic Chattel Paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as

defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

(ac) Any default in the observance or performance by such Obligor of any covenant, condition or agreement contained herein, subject to applicable cure periods, if any, shall constitute an Event of Default to the extent provided in the Financing Agreement.

4. DUTY TO HOLD IN TRUST . Upon the occurrence and during the continuance of any Event of Default, the Obligors shall, upon receipt of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Financing Agreement, the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Collateral Agent on behalf of the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Collateral Agent on behalf of the Secured Parties (pro rata in accordance with the then outstanding principal amount of Notes held by each) for application to the satisfaction of the Obligations.

5. RIGHTS AND REMEDIES UPON DEFAULT . Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent, for itself and behalf of each Secured Party, shall have the right to exercise all of the remedies conferred hereunder and under the Financing Agreement and the Notes, at law and in equity, and the Collateral Agent, for itself and on behalf of each Secured Party, shall have all the rights and remedies of a secured party under the UCC. Without limitation, the Collateral Agent shall also have the following rights and powers:

(a) The Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter (with respect to leased premises, to the extent permitted by the owner thereof), with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligors shall assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the Obligors’ premises or elsewhere, and make available to the Collateral Agent, without rent paid by the Collateral Agent, all of the Obligors’ respective premises and facilities for the purpose of the Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form.

(b) The Collateral Agent shall have the right to operate the business of the Obligors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Collateral Agent may deem commercially reasonable and in accordance with all applicable laws, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligors or right of redemption of the Obligors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Obligors, which are hereby waived and released.

(c) Each of the Obligors agrees that, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the absolute right to seek the immediate appointment of a receiver for all or any portion of the Collateral and/or any other real or personal property of the Obligors given as security for the payment and performance of the Obligors’ obligations under this Agreement, the Notes, the Financing Agreement and the other Transaction Documents. Such right to the appointment of a receiver for the assets of the Obligors shall exist regardless of the value of the security for the amounts due under the Notes or secured hereby

or of the solvency of any party bound for the payment of such indebtedness. Obligors hereby irrevocably consent to such appointment and, upon the occurrence of an Event of Default under Section 10.1(c) or Section 10.1(d) of the Financing Agreement, waive notice of any application thereof, and agree that such appointment may be made by Collateral Agent on an ex parte basis.

6. Pledged equity . Each Obligor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Collateral conducted without prior registration or qualification of such Equity Collateral under the 1933 Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Equity Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Obligor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the 1933 Act) and, notwithstanding such circumstances, each Obligor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Equity Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the 1933 Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Equity Collateral, upon written request, each Obligor shall and shall cause each issuer of any Equity Collateral to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Equity Collateral which may be sold by the Collateral Agent in exempt transactions under the 1933 Act and the rules and regulations of the SEC thereunder, as the same are from time to time in effect.

7. Grant of Intellectual Property License . For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Sections 5 and 8 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Obligor hereby (a) grants to the Collateral Agent, to the extent not prohibited under any applicable third party agreements or any applicable law, a non-exclusive license (exercisable without payment of royalty or other compensation to such Obligor) to such rights as each Obligor has to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Obligor, wherever the same may be located, and including in such license access to all media in which any of such Intellectual Property may be recorded or stored and to all computer programs used for the compilation or printout hereof, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Obligor to avoid the risk of invalidation of said Trademarks, and (b) irrevocably agrees that the Collateral Agent may sell any of such Obligor’s Inventory directly to any person, including without limitation persons who have previously purchased such Obligor’s Inventory from such Obligor and in connection with any such sale or other enforcement of the Collateral owned by or licensed to such Obligor and any Inventory that is covered by any Copyright owned by or licensed to such Obligor, the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Obligor and sell such Inventory as provided herein.

8. Intellectual Property .

(a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

(i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Obligor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce

any Intellectual Property, in which event such Obligor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents reasonably requested by the Collateral Agent in aid of such enforcement and such Obligor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Obligor agrees to use commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Obligor’s rights in the Intellectual Property by others and for that purpose agrees to use commercially reasonable efforts to maintain any action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement or violation;

(ii) upon written demand from the Collateral Agent, each Obligor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Obligor’s right, title and interest in and to the Intellectual Property to the extent such grant, conveyance, assignment or other transfer is not prohibited under the terms of any applicable third party agreements or any applicable law, and shall execute and deliver to the Collateral Agent such documents as are reasonably necessary or appropriate to carry out the intent and purposes of this clause (ii);

(iii) each Obligor agrees that such an assignment and/or recording shall be applied to reduce the Obligations outstanding only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon (including any license proceeds under), the Intellectual Property;

(iv) within five (5) Business Days after written notice from the Collateral Agent, each Obligor shall make available to the Collateral Agent, to the extent within such Obligor’s power and authority, such personnel in such Obligor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Obligor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Obligor under or in connection with the Trademarks and Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Obligor’s actual cost, consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v) the Collateral Agent shall have the right to notify, or upon its written request require each Obligor to notify, any obligors of an Obligor with respect to amounts due or to become due to such Obligor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Obligor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Obligor might have done; provided that:

(1) all amounts and proceeds (including checks and other instruments) received by Obligor in respect of amounts due to such Obligor in respect of the Intellectual Property or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Obligor, and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9 hereof; and

(2) Obligor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b) If (i) an Event of Default shall have occurred and, by reason of a written waiver from the Secured Parties, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Obligations shall not have become immediately due and payable, then upon the written request of any Obligor, the Collateral Agent shall promptly execute and deliver to such Obligor, at such Obligor’s sole cost and expense, such assignments or other documents as may be reasonably necessary to reassign to such Obligor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

9. APPLICATIONS OF PROCEEDS . The proceeds of any sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, second, to attorneys’ fees and expenses incurred by the Collateral Agent in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations to each Secured Party, and to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the Obligor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Obligors will be liable for the deficiency, together with interest thereon, at the Default Rate, and the reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency. To the extent permitted by applicable law, each Obligor waives all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of any Secured Party. All proceeds hereof or payments under any of the Transaction Documents shall apply to the Secured Parties on a pro-rata basis, in accordance with the principal amount of the Notes outstanding at the time of such payment.

10. COSTS AND EXPENSES . The Obligors agree to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by any Secured Party. The Obligors shall also pay all other claims and charges which in the reasonable opinion of the Collateral Agent might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Obligors will also, upon demand, pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Transaction Documents. Until so paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the Default Rate.

11. RESPONSIBILITY FOR COLLATERAL . The Obligors assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason.

12. SECURITY INTEREST ABSOLUTE . All rights of each Secured Party and all Obligations of the Obligors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the other Transaction Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, the Notes, the other Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Obligors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations (other than Unasserted Contingent Obligations) shall have been paid and performed in full, the rights of each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than any Secured Party, then, in any such event, the Obligors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Obligor waives all right to require a Secured Party to proceed against any other person or to apply any Collateral which such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. Each Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

13. TERM OF AGREEMENT . This Agreement and the Security Interest shall terminate on the date on which all Obligations have been paid in full or have been satisfied or discharged in full (except for Unasserted Contingent Obligations). Upon such termination, the Collateral Agent, at the request and at the expense of the Obligors, will join in executing any termination statement with respect to any financing statement or other security document executed and filed pursuant to this Agreement.

14. POWER OF ATTORNEY, FURTHER ASSURANCES .

(a) Each Obligor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its respective officers, agents, successors or assigns with full power of substitution, as such Obligor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or such Obligor, after the occurrence and during the continuance of an Event of Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party, (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Obligors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral, (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral, (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral and (v) generally, to do, at the option of the Collateral Agent, and at the expense of such Obligor, at any time, or from time to time, all acts and things,

including without limitation, to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with the Collateral, which the Collateral Agent reasonably determines to be necessary to protect, preserve and realize upon the Collateral and the Security Interest granted herein in order to effect the intent of this Agreement, the Financing Agreement and the Notes all as fully and effectually as such Obligor might or could do; and such Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding (except for Unasserted Contingent Obligations).

(b) On a continuing basis, each Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent the grant or perfection of a perfected first priority security interest in all the Collateral under the UCC (subject to Permitted Liens).

(c) Each Obligor hereby irrevocably appoints the Collateral Agent as such Obligor’s attorney-in-fact, with full authority in the place and stead of such Obligor and in the name of such Obligor, from time to time in the Collateral Agent’s discretion, to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Obligor where permitted by law.

15. NOTICES . All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Financing Agreement.

16. OTHER SECURITY . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Collateral Agent shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any Secured Party’s rights and remedies hereunder.

17. LICENSED COLLATERAL . Notwithstanding any other provision contained herein or any of the other Transaction Documents, after the occurrence and during the continuance of an Event of Default, each Obligor hereby agrees that with respect to any part of the Collateral which may require the consent of any third party or third parties in order for such Obligor to transfer and/or convey its interest in and to such Collateral to the Collateral Agent, as may be required in accordance herewith, such Obligor agrees to and shall use commercially reasonable efforts to obtain such consents or approvals in as expedient manner as practicable.

18. AGENCY .

(a) Appointment . The Secured Parties by their acceptance of the benefits of this Agreement, hereby designate Victory Park as the Collateral Agent to act as specified herein. Each Secured Party shall be deemed irrevocably to authorize the Collateral Agent to take such action on its behalf under the provisions of the Agreement and any other Transaction Document and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

(b) Nature of Duties . The Collateral Agent shall have no duties or responsibilities except those expressly set forth herein. Neither the Collateral Agent nor any of its partners, members, shareholders, officers, directors, employees or agents shall be liable for

any action taken or omitted by it as such hereunder or in connection herewith or be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Collateral Agent shall be mechanical and administrative in nature; the Collateral Agent shall not have by reason of this Agreement or any other Transaction Document a fiduciary relationship in respect of any Obligor or any Secured Party; and nothing in this Agreement or any other Transaction Document, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of this Agreement or any other Transaction Document except as expressly set forth herein and therein.

(c) Lack of Reliance on the Collateral Agent . Independently and without reliance upon the Collateral Agent, each Secured Party, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Obligors in connection with such Secured Party’s investment in the Borrower, the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Obligors and their subsidiaries, and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall not be responsible to any Obligor or any Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith other than representations made by the Collateral Agent related to its status as an accredited investor under federal and state securities laws, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction Document, or for the financial condition of any Obligor or the value of any of the Collateral, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction Document, or the financial condition of the Obligors, or the value of any of the Collateral, or the existence or possible existence of any default or Event of Default under this Agreement, the Financing Agreement, the Notes or any of the other Transaction Documents.

(d) Certain Rights of the Collateral Agent . Subject to this Agreement, the Collateral Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. The Collateral Agent may, but shall not be obligated, to request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of Secured Parties that are the Required Holders; if such instructions are not provided despite the Collateral Agent’s request therefor, the Collateral Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (i) no Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Obligors shall have no right to question or challenge the authority of, or the instructions given to, the Collateral Agent pursuant to the foregoing and (ii) the Collateral Agent shall not be required to take any action which the Collateral Agent believes (A) could reasonably be expected to expose it to personal liability or (B) is contrary to this Agreement, the Transaction Documents or applicable law.

(e) Reliance . The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement and the other Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction Documents and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding, the Collateral Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced or are entitled to any particular priority.

(f) Indemnification . To the extent that the Collateral Agent is not reimbursed and indemnified by the Obligors, the Secured Parties will jointly and severally reimburse and indemnify the Collateral Agent, in proportion to principal outstanding amounts of the Notes held at such time, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Collateral Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Collateral Agent for costs and expenses associated with taking such action.

(g) Resignation by the Collateral Agent .

(i) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving thirty (30) days’ prior written notice (as provided in this Agreement) to the Obligors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (ii) and (iii) below.

(ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder.

(iii) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period, the Collateral Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Secured Parties appoint a successor Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such thirty (30) day notice period, the Collateral Agent may petition any court of competent jurisdiction or may interplead the Secured Parties in a proceeding for the appointment of a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Secured Parties on demand and shall not be part of the Obligations or otherwise be reimbursable by the Obligors hereunder or under the Transaction Documents.

(iv) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the

Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.

(h) Rights with Respect to Collateral . Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its Security Interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents.

(i) The Collateral Agent in its Individual Capacity . The Collateral Agent and its Affiliates may purchase notes from, make loans to, issue letters of credit for the account of, accept deposits from and generally engage in any kind of lending or other business with any party and its Affiliates as though the Collateral Agent was not the Collateral Agent hereunder. With respect to any loans, purchases of notes or issuances of credit, if any, made by the Collateral Agent in its capacity as a Holder, the Collateral Agent in its capacity as a Secured Party shall have the same rights and powers under this Agreement and the other Security Documents as any other Secured Parties and may exercise the same as though it were not the Collateral Agent, and the terms “Secured Party” or “Secured Parties” shall include the Collateral Agent in its capacity as a Secured Party.

19. MISCELLANEOUS .

(a) No course of dealing between the Obligors and any Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder, under the Financing Agreement, the Notes or the other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the rights and remedies of each Secured Party with respect to the Collateral, whether established hereby, under the Financing Agreement, the Notes or the other Transaction Documents or by any other agreements, instruments or documents entered into in connection therewith or by law shall be cumulative and may be exercised singly or concurrently.

(c) This Agreement, along with the other Transaction Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the parties hereto.

(d) In the event any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.

(e) No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.

(f) This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.

(g) Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

(h) This Agreement shall be a contract made under, and governed and enforced in every respect 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. The parties hereto (a) agree that any legal action or proceeding with respect to this Agreement or any other agreement, document, or other instrument executed in connection herewith or therewith, shall be brought in any state or federal court located within New York, New York (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 the Security Documents, or any other agreement, document, or other instrument executed in connection herewith or therewith, 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.

(i) OBLIGORS AND SECURED PARTIES IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT, THE FINANCING AGREEMENT, THE NOTES, OR ANY OTHER TRANSACTION DOCUMENT.

(j) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

20. JOINDER . In the event a party becomes an Obligor (the “ New Obligor ”) pursuant to the Joinder Agreement, upon such execution the New Obligor shall be bound by all the terms and conditions hereof to the same extent as though such New Obligor had originally executed this Agreement. The addition of the New Obligor shall not in any manner affect the obligations of the other Obligors hereunder. Each Obligor and Secured Party acknowledges that the schedules and exhibits hereto may be amended or modified in connection with the addition of any New Obligor to reflect information relating to such New Obligor.

21. 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 this 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 Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company 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 the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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 Company's obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company 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 Follow]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.



	OBLIGORS :
	EF SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands. By: Name: Title:
	ELEVATE CREDIT, INC. , a Delaware corporation, as a Guarantor By: Name: Title:

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.



	OBLIGORS (continued), EACH AS A “GUARANTOR’:
	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: ______________________________ Name: Kenneth E. Rees Title: President
	RISE CREDIT OF OHIO, LLC
	RISE CREDIT 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: ______________________________ Name: Kenneth E. Rees Title: President

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

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: ______________________________

Name: Kenneth E. Rees

Title: President

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

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: ______________________________

Name: Kenneth E. Rees

Title: President



COLLATERAL AGENT:
VICTORY PARK MANAGEMENT, LLC , as Collateral Agent By: __________________________________ Name: Scott R. Zemnick Title: Authorized Signatory

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.

Borrower has its registered office at the offices of Maples FS, PO Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands.

2. Other Collateral Locations



Name of Entity	Complete Address (including county)	Record Owner	Relationship
Elevate Credit Service, LLC	745 Atlantic Ave Boston, MA 02111 Suffolk County	Iron Mountain	Provider
Elevate Credit Service, LLC	5080 Spectrum Drive Suite 200 West Addison, TX 75001	COP-Spectrum Center, LLC	Lessor (Elevate Credit, Inc. is Sublessor to TC Loan Service, LLC)
Elevate Credit Service, LLC	Solana Beach Corporate Centre II 462 Stevens Avenue Suite #302 Solana Beach, CA 92075	SBCC Holdings, LLC	Lessor (Elevate Credit, Inc. is Sublessee to TC Loan Service, LLC)
Elevate Credit Service, LLC	3348 Peachtree Road NE Suite 700 Atlanta, GA 30326	Regus Management Group, LLC	Lessor (Elevate Credit, Inc. is Sublessee to Think Finance, Inc.)
Elevate Credit Service, LLC	12303 Airport Way Suite 200 Broomfield, CO 80021	Regus Management Group, LLC	Lessor (Elevate Credit, Inc. is Sublessee to Think Finance, Inc.)
PDO Financial, LLC	Bermuda Springs Office Park 330 East Warm Springs Rd Las Vegas, NV 89119	Sagebrush Financial Corporation	Lessor

SCHEDULE B

Recording Jurisdiction



Obligor	Recording Jurisdiction
Elastic, SPV, Ltd.	Washington DC
Presta Holdings, LLC	Delaware
Elastic Financial, LLC	Delaware
Elevate Credit, Inc.	Delaware
Elevate Credit Service, LLC	Delaware
Elevate Decision Sciences, LLC	Delaware
RISE Credit, LLC	Delaware
RISE SPV, LLC	Delaware
Financial Education, LLC	Delaware
PayDay One, LLC	Delaware
PDO Financial, LLC	Delaware
RISE Credit of Alabama, LLC	Delaware
RISE Credit of Arizona, LLC	Delaware
RISE Credit of California, LLC	Delaware
RISE Credit of Colorado, LLC	Delaware
RISE Credit of Delaware, LLC	Texas
RISE Credit of Georgia, LLC	Delaware
RISE Credit of Idaho, LLC	Delaware
RISE Credit of Illinois, LLC	Delaware
RISE Credit of Kansas, LLC	Delaware
RISE Credit of Louisiana, LLC	Delaware
RISE Credit of Maryland, LLC	Delaware
RISE Credit of Mississippi, LLC	Delaware
RISE Credit of Missouri, LLC	Delaware
RISE Credit of Nebraska, LLC	Delaware
RISE Credit of Nevada, LLC	Delaware
RISE Credit of New Mexico, LLC	Delaware
RISE Credit of North Dakota, LLC	Delaware
RISE Credit of Oklahoma, LLC	Delaware
RISE Credit of Oregon	Delaware
RISE Credit of Texas, LLC	Delaware
RISE Credit of South Carolina, LLC	Delaware



RISE Credit of South Dakota, LLC	Delaware
RISE Credit of Utah, LLC	Delaware
RISE Credit of Vermont, LLC	Delaware
RISE Credit of Virginia, LLC	Delaware
RISE Credit Service of Ohio, LLC	Delaware
RISE Credit Service of Texas, LLC	Delaware
Elastic@Work, LLC	Delaware
Elevate@Work Admin, LLC	Delaware
Elevate@Work, LLC	Delaware
PayDay One of California, LLC	Delaware

SCHEDULE C

Commercial Tort Claims

None.

SCHEDULE D

Pledged Companies



Name	Sole Member	State of Formation	Percent of Subsidiary Held
Presta Holdings, LLC	Elevate Credit, Inc.	Delaware	100%
Elastic Financial, LLC	Elevate Credit, Inc.	Delaware	100%
Elevate Credit Service, LLC	Elevate Credit, Inc.	Delaware	100%
Elevate Decision Sciences, 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%
PayDay One, LLC	RISE SPV, LLC	Delaware	100%
PDO 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 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 Maryland, 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 New Mexico, 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 Oregon	RISE SPV, LLC	Delaware	100%
RISE Credit of Texas, 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 Vermont, 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@Work, LLC	Elastic Financial, LLC	Delaware	100%
Elevate@Work Admin, LLC	Elastic Financial, LLC	Delaware	100%
Elevate@Work, LLC	Elastic Financial, LLC	Delaware	100%
PayDay One of California, LLC	PayDay One, LLC	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.	Elevate Credit International Limited	650	65%	8	65%
Elevate Credit, Inc.	Presta Holdings, LLC	100	100%	2	100%
Elevate Credit, Inc.	Elastic Financial, LLC	100	100%	2	100%
Elevate Credit, Inc.	Elevate Credit Service, LLC	100	100%	2	100%
Elevate Credit, Inc.	Elevate Decision Sciences, LLC	100	100%	2	100%
Elevate Credit, Inc.	RISE Credit, LLC	100	100%	2	100%
Elevate Credit, Inc.	RISE SPV, LLC	100	100%	2	100%
Elevate Credit, Inc.	Financial Education, LLC	100	100%	1	100%
RISE SPV, LLC	PayDay One, LLC	100	100%	3	100%
RISE SPV, LLC	PDO Financial, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Alabama, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Arizona, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of California, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Colorado, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of Delaware, LLC	100	100%	4	100%
RISE SPV, LLC	RISE Credit of Georgia, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Idaho, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Illinois, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Kansas, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Louisiana, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of Maryland, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of Mississippi, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Missouri, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Nebraska, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of Nevada, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of New Mexico, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of North Dakota, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Oklahoma, LLC	100	100%	1	100%



RISE SPV, LLC	RISE Credit of Texas, LLC	100	100%	1	100%
RISE SPV, LLC	RISE Credit of South Carolina, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of South Dakota, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Utah, LLC	100	100%	3	100%
RISE SPV, LLC	RISE Credit of Vermont, LLC	100	100%	2	100%
RISE SPV, LLC	RISE Credit of Virginia, LLC	100	100%	2	100%
RISE Credit, LLC	RISE Credit Service of Ohio, LLC	100	100%	4	100%
RISE Credit, LLC	RISE Credit Service of Texas, LLC	100	100%	3	100%
Elastic Financial, LLC	Elastic@Work, LLC	100	100%	2	100%
Elastic Financial, LLC	Elevate@Work Admin, LLC	100	100%	3	100%
Elastic Financial, LLC	Elevate@Work, LLC	100	100%	2	100%
PayDay One, LLC	PayDay One of California, 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
TBD	Elastic, SPV, Ltd	Elastic, SPV, Ltd	TBD	TBD
Plains Capital Bank	Rise Credit of Delaware LLC	Rise Credit of Delaware LLC	3600007342	Checking
Plains Capital Bank	Payday One	PayDay One	3600007458	Checking
Plains Capital Bank	Rise Credit LLC	Rise Credit LLC	3600012953	Checking
Plains Capital Bank	PDO Financial, LLC	PDO Financial, LLC	3600007375	Checking
Plains Capital Bank	Presta Holdings	Presta Holdings	3600010072*	Checking
Plains Capital Bank	PayDay One of California	PayDay One of California	3600007664	Checking
Plains Capital Bank	Rise Credit of Utah	Rise Credit of Utah	3600007433	Checking
Plains Capital Bank	Rise Credit of Missouri	Rise Credit of Missouri	3600007367	Checking
Plains Capital Bank	Rise Credit of South Dakota	Rise Credit of South Dakota	3600007391	Checking
Plains Capital Bank	Rise Credit Service of Ohio	Rise Credit Service of Ohio	3600007904	Checking
Plains Capital Bank	Elastic Financial	Elastic Financial ($25,000 Min)	3600010437	Checking
Plains Capital Bank	Rise Credit of South Carolina	Rise Credti of South Carolina	3600008159	Checking
Plains Capital Bank	Rise Credit of California LLC	Rise Credit of California LLC	3600012599	Checking
Plains Capital Bank	Rise Credit of Idaho, LLC	Rise Credit of Idaho, LLC	3600012680	Checking
Plains Capital Bank	Rise Credit of Alabama, LLC	Rise Credit of Alabama, LLC	3600013720	Checking
Plains Capital Bank	Rise Credit of Nevada, LLC	Rise Credit of Nevada, LLC	3600013738	Checking
Plains Capital Bank	Rise Credit of New Mexico, LLC	Rise Credit of New Mexico, LLC	3600013779	Checking
Plains Capital Bank	Rise Credit of Mississippi, LLC	Rise Credit of Mississippi, LLC	3600013746	Checking
Plains Capital Bank	Rise Credit of Illinois, LLC	Rise Credit of Illinois, LLC	3600013753	Checking
Plains Capital Bank	Rise Credit of Virginia, LLC	Rise Credit of Virginia, LLC	3600013761	Checking
Plains Capital Bank	Rise Credit of Vermont, LLC	Rise Credit of Vermont, LLC	3600015261	Checking
Plains Capital Bank	Rise Credit of North Dakota, LLC	Rise Credit of North Dakota, LLC	3600015253	Checking
Plains Capital Bank	Rise Credit of Maryland, LLC	Rise Credit of Maryland, LLC	3600016079	Checking
Plains Capital Bank	Rise Credit of Arizona, LLC	Rise Credit of Arizona, LLC	3600016053	Checking
Plains Capital Bank	Rise Credit of Colorado, LLC	Rise Credit of Colorado, LLC	3600016061	Checking
Plains Capital Bank	Rise Credit of Oregon, LLC	Rise Credit of Oregon, LLC	3600016012	Checking
Plains Capital Bank	Rise Credit of Oklahoma, LLC	Rise Credit of Oklahoma, LLC	3600016004	Checking
Plains Capital Bank	Think@Work LLC	Think@Work LLC	3600015493	Checking
Plains Capital Bank	Rise Credit of Kansas LLC	Rise Credit of Kansas LLC	3600015477	Checking
Plains Capital Bank	TF Payroll of Arizona LLC	TF Payroll of Arizona LLC	3600015568	Checking
Plains Capital Bank	Financial Education LLC	Financial Education LLC	3600016087	Checking
Plains Capital Bank	Rise SPV LLC	Rise SPV LLC	3600015550	Checking



Plains Capital Bank	Elevate Credit Decision Sciences LLC	Elevate Credit Decision Sciences LLC	3600015444	Checking
Plains Capital Bank	Elevate Credit, Inc.	Elevate Credit Inc Operating Account	3600015279	Checking
Plains Capital Bank	Elevate Credit Service, LLC	Elevate Credit Service Operating Account	3600015287	Checking
Plains Capital Bank	Elevate Credit Service, LLC	Elevate Credit Service Payroll Account	3600015295	Checking
Plains Capital Bank	Elevate Credit Service, LLC	Elevate Credit Service Sec125 Account	3600015303	Checking
Republic Bank	Elastic @ Work LLC	Elastic @ Work LLC	57915113	Checking
Republic Bank	Think @ Work LLC	Elastic Reserve Acct	51222620	Checking
BB&T Bank	Elevate Credit Inc	Elevate Credit Inc - Operating	1440000702068	Checking
BB&T Bank	Elevate Credit Service LLC	Elevate Credit Service - Operating	1440000702076	Checking
BB&T Bank	Elevate Credit Service LLC	Elevate Credit Service - Payroll	1440000702092	Checking
BB&T Bank	Elevate Credit Service LLC	Elevate Credit Service - Sec125	1440000702106	Checking
BB&T Bank	Rise SPV, LLC	Rise SPV, LLC	1440000702084	Checking
BB&T Bank	Rise Credit of Louisiana LLC	Rise Credit of Louisiana LLC	1440000702114	Checking

* This account has a zero balance and is in the process of being closed.

Plains Capital Bank Address :

2323 Victory Avenue, Suite 1400

Dallas, Texas 75219

Republic Bank Address :

601 West Market Street

Louisville, KY 40202

BB&T Bank

200 W 2nd Street

Winston Salem, NC 27101-4019

SCHEDULE G

Motor Vehicles

None.

EXHIBIT A-1

CONSENT

_________________, a _____________ (the “ Pledged Company ”), hereby consents and agrees to cause to be registered on its books and records the pledge of all of ___________’s (“ Obligor ”) right, title and interest in and to the Pledged Company (as defined in that certain Security Agreement defined below). The Pledged Company acknowledges that it is familiar with that certain Pledge and Security Agreement by and among EF SPV, Ltd., a Cayman Islands company (the “ Borrower ”), Elevate Credit, Inc., a Delaware corporation (“ Elevate ”), as a Guarantor, the other Obligors from time to time party thereto and Victory Park Management, LLC, as collateral agent (the “ Collateral Agent ”) for the benefit of the “Secured Parties” (as defined therein), dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “ Security Agreement ”), and agrees that, without the need for any further consent of any other person, it will abide by all notices and instructions relating to the Pledged Company sent by the Collateral Agent. All notices to the Pledged Company should be sent to its address set forth below. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Security Agreement.

The Pledged Company agrees that all amounts which it may from time to time owe to the Obligor under its organizational documents shall, following written notice by the Collateral Agent to the Pledged Company that an Event of Default has occurred and is continuing, be paid, in immediately available funds, directly to the Collateral Agent without off-set or counterclaim for application on account of the Obligations. In the event the Collateral Agent duly demands payment from the Pledged Company pursuant to the foregoing Security Agreement and the Pledged Company shall fail to make payment thereof within 30 days thereof, the Pledged Company shall pay the Collateral Agent all costs of enforcing the Collateral Agent’s rights against the Pledged Company (including attorney’s and paralegal fees) together with interest at the rate set forth in Notes and/or Financing Agreement on all amounts actually found to be owing to the Collateral Agent from the date of such demand to the date of payment. Any and all payments made by the Pledged Company to the Collateral Agent in accordance with the preceding sentence shall be deemed payments to the Obligor.

[Signature page follows]

IN WITNESS WHEREOF, the Pledged Company has caused this Consent to be duly signed and delivered as of the date first above written.

Pledged Company:

[Pledged Company]

By:

Name:

Title:

Address:

[______________]

Attention: [______________]

Tel. No. [______________]

Fax No. [______________]

E-mail: [______________]

With a copy to:

[______________]

EXHIBIT A-2

PLEDGE INSTRUCTION

BY THIS PLEDGE INSTRUCTION, dated ________________, 20__, _________ (the “ Pledgor ”), hereby instructs ________________, a __________ (the “ Pledged Company ”), to register a pledge in favor of Victory Park Management, LLC, as Collateral Agent (“ Collateral Agent ”) for itself and the Secured Parties (under and as defined in that certain Pledge and Security Agreement, in the form attached hereto as Annex A (the “ Security Agreement ”) of all of the Pledgor’s, right, title and interest in and to the Pledged Company, whether now owned or hereafter acquired by the Pledgor (the “ Pledged Interest ”).

1. PLEDGE INSTRUCTIONS. The Pledged Company is hereby instructed by the Pledgor to register all of the Pledgor’s right, title and interest in and to all of the Pledgor’s interests and/or pledged interests in the Pledged Company as subject to the Transaction Documents (as defined in the Security Agreement) in favor of the Collateral Agent (in accordance with and subject to the Security Agreement) which, upon such registration, shall become the registered pledgee of the Pledged Interest with all rights incident thereto.

2. INITIAL TRANSACTION STATEMENT. The Pledged Company is further instructed by the Pledgor to promptly inform the Collateral Agent of the registration of the pledge by sending the transaction statement, in the form attached hereto as Annex A , to Victory Park Management, LLC, as Collateral Agent, 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606, Attention: Scott R. Zemnick, General Counsel.

3. WARRANTIES OF THE PLEDGOR. The Pledgor hereby warrants that (i) the Pledgor is an appropriate person to originate this instruction and (ii) the Pledgor is entitled to effect the instruction contained herein.

[Signature page follows]

IN WITNESS WHEREOF, the Pledgor has caused this Pledge Instruction to be duly signed and delivered as of the date first above written.

Pledgor:

[Pledgor]

By:

Name:

Title:

Address:

[______________]

Attention: [______________]

Tel. No. [______________]

Fax No. [______________]

E-mail: [______________]

With a copy to:

[______________]

ANNEX A

Pledge Instruction

Form of Initial Transaction Statement

Victory Park Management, LLC, as Collateral Agent

150 North Riverside Plaza, Suite 5200

Chicago, Illinois 60606

Attention: Scott R. Zemnick, General Counsel

On ______________, 20__, the undersigned, [__________] , a [__________] (the “ Pledged Company ”), caused the pledge of 100% of the interests in the Pledged Company (the “ Pledged Interest ”) held by [__________] , a [__________] , in favor of Victory Park Management, LLC, as Collateral Agent, to be registered on the books and records of the Pledged Company. Except for the terms and conditions contained in the [__________] of the Pledged Company, the Pledged Company has no liens, restrictions or adverse claims to which the Pledged Interest is or may be subject, as of the date hereof.

[Pledged Company]

By:

Name:

Title:

EXHIBIT B

UCC FINANCING STATEMENTS

EXHIBIT C

FORM OF SECRETARY’S CERTIFICATE

The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of _______________, a ______________ _____________ (the “ Company ”), and that as such he is authorized to execute and deliver this certificate in the name and on behalf of Company and in connection with the Financing Agreement, dated as of February [7], 2019 by and among the Company, the other Credit Parties party thereto, the Lenders identified therein and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (the “ Financing Agreement ”), and further certifies in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Financing Agreement.


1.	Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the board of directors or managers (or other governing body) of the Company. Such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof, and are now in full force and effect.


2.	Attached hereto as Exhibit B is a true, correct and complete copy of the certificate of formation of the Company, together with any and all amendments thereto currently in effect, and as of the date hereof no action has been taken to further amend, modify or repeal such certificate of formation, the same being in full force and effect in the attached form as of the date hereof.

Attached hereto as Exhibit C is a true, correct and complete copy of the operating agreement or limited liability company agreement of the Company and any and all amendments thereto currently in effect, and as of the date hereof no action has been taken to further amend, modify or repeal such operating agreement or limited liability company agreement, the same being in full force and effect in the attached form as of the date hereof.


4.	Attached hereto as Exhibit D is a certificate from the Secretary of State of the State of Delaware certifying that as of the date thereof, the Company is duly formed under the laws of the State of Delaware and remains an existing limited liability company in good standing under the laws of such state as of such date.


5.	Attached hereto as Exhibit E are certificates evidencing the Company’s qualification as a foreign limited liability company 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.


6.	Each person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to sign the Financing Agreement and each of the other Transaction Documents on behalf of the Company, and the signature appearing opposite such person’s name below is such person’s genuine signature.



Name	Position	Signature
		_________________________
		_________________________
		_________________________

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this ___ day of _______.



By:
Name:
Title:	Secretary

I, ______________, as an _______________ of the Company, hereby certify that ________________ is the duly elected, qualified and acting Secretary of the Company and that the signature set forth above is his true signature.



By:
Name:
Title:

EXHIBIT D

FORM OF OFFICER’S CERTIFICATE

[_______], 20[_]

The undersigned, being the duly appointed director of EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), hereby represents, warrants and certifies, in his capacity as director of the Borrower, to the Agent, the Holders and the Lenders pursuant to Section 5.1(i) of the Financing Agreement, dated as of the date hereof, by and among the Borrower, 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 Borrower in the Transaction Documents are true and correct in all material respects (without duplication of any materiality qualifiers) as of the date when made and 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 Borrower has 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 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 Borrower 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 Closing;


7.	After giving effect to the transactions contemplated by the Transaction Documents, the Borrower is not Insolvent; and


8.	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;


(b)	Participation Agreement; and


(c)	Program Guidelines.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF , the undersigned has executed this certificate in his capacity as director of the Borrower, as of the date first written above.

EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands



By:
Name:
Title:

Exhibit A to Officer’s Certificate

See attached.

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Reference is made to that certain Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “ Financing Agreement ”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), 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[(a)/(b)] of the Financing Agreement for [ 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] , director of the Borrower, does hereby certify in such capacity, on behalf of the Credit Parties, that (i) the amounts and computations of the covenants set forth in Section 8.1 of the Financing Agreement set forth on Schedule A attached hereto are true and correct, (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) [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.] [ 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 __________, 20__.

EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Borrower



By:
Name:
Title:

SCHEDULE A



A.Section 8.1(a) - Loan to Value Ratio
1.Outstanding principal amount of the 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 the definition of “Borrowing Base” in the 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 the definition of “Borrowing Base” in the Financing Agreement for a determination of the Maximum Loan to Value Ratio as of the date of measurement.

B.Section 8.01(b) - Corporate Cash

1.Lowest sum of unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent with respect to which Agent has a perfected Lien since the date of most recently delivered Certificate		$

2.Minimum aggregate cash balance required**		$

** Refer to Section 8.1(b) of Financing Agreement for determination of the minimum amount of Corporate Cash as of the date of measurement.

Compliance:		[YES/NO]

C.Section 8.1(c) - Total Cash

1.Amount of Total Cash as of the last day of each calendar month		$



2.5% of total Receivables of Elevate Credit Parent and its Subsidiaries		$

Compliance:		[YES/NO]

D.Section 8.1(d) - 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		$85,000,000

Compliance:		[YES/NO]

E.Section 8.1(e) - Past Due Roll Rate

1.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [calendar month that includes the date of this certificate] to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [calendar month immediately prior to the calendar month that includes the date of this certificate]

2.Ratio of (i) the aggregate outstanding principal balance of Consumer Loans (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in [ calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ] to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the [ calendar month immediately prior to the calendar month that is one (1) month prior to the calendar month that includes the date of this certificate ]




3.Average of 1 and 2

4.Maximum Trailing Past Due Roll Rate		___%
Compliance:		[YES/NO]

F.Section 8.1(f) - Four Month Vintage Charge Off Rate

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.
3.As of [ calendar month two (2) months immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

4.Average of 1, 2 and 3

5.Maximum Four Month Vintage Charge Off Rate		___%
Compliance:		[YES/NO]

G.Section 8.1(g) - Twelve Month Vintage Charge Off Rate

1.As of [ calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination



2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination

3.As of [ calendar month two (2) months immediately prior to the calendar month that includes the date of this certificate ] and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination
4.Average of 1, 2 and 3

5.Maximum Twelve Month Vintage Charge Off Rate		___%
Compliance:		[YES/NO]

H.Section 8.1(h) - Excess Spread

1.As of [ calendar month that includes the date of this certificate ] , the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination* * Refer to the definition of “Excess Spread” in the Financing Agreement if the date of determination is the last day of the calendar month.

2.As of [ calendar month immediately prior to the calendar month that includes the date of this certificate ] , the ratio of (i) the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination

3.Average of 1 and 2

4.Minimum Excess Spread		___%

Compliance:		[YES/NO]

EXHIBIT F

FORM OF NOTICE OF PURCHASE AND SALE

Victory Park Management, LLC,

as Agent under the Financing Agreement described below

_______________ __, ____

Ladies and Gentlemen:

Reference is made to that certain Financing Agreement, dated as of February [7], 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Financing Agreement ”), among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), the Guarantors party thereto, Victory Park Management, LLC, as Agent, 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 hereby gives you irrevocable notice, pursuant to Section 2.1 of the Financing Agreement of its request of an issuance under the Notes (the “ Proposed Issuance ”) under the Financing Agreement and, in that connection, sets forth the following information:

a. The amount of the Proposed Issuance is $__________ ¹ ;

b. The date of the Proposed Issuance is __________, ____ ² (the “ Issuance Date ”); and

c. The proceeds of the Proposed Issuance 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 Issuance Date.

¹ Must be in increments of not less than $100,000

² Must be a Permitted Issuance 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 Issuance Date, both before and after giving effect to the Proposed Issuance:

i. Each representation and warranty 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 Issuance 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 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);

iii. After giving effect to such Proposed Issuance, the aggregate outstanding principal amount of the Notes does not exceed the Maximum Commitment;

iv. The Issuance Date is a Permitted Issuance Date; and

v. After giving effect to the Proposed Issuance, the Debt-to-Equity Ratio of the Borrower is not more than 9-to-1.

[Balance of page intentionally left blank; signature page follows.]

EF SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the Borrower



By:
Name:
Title:

Exhibit A to

Notice of Purchase and Sale

Instructions for Disbursement of Proceeds

[Insert]

Exhibit B to

Notice of Purchase and Sale

Calculation of Borrowing Base of Borrower



Borrowing Base as of _________, 20__ ³

A.the aggregate balance of Eligible Consumer Loans on such date		$

B.Excess Concentration Amounts on such date		$

C.(A minus B above) multiplied by 0.85		$

D.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 Borrower shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Borrower on such date for which the Agent shall have a first-priority perfected Lien		$

E.Borrowing Base (Sum of C and D above)		$

³ 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 Issuance Date.

EXHIBIT G

FORM OF JOINDER 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:

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.

[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 I

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “ Financing Agreement ”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Borrower ”), 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).

Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement.



[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

SCHEDULES

FINANCING AGREEMENT

Schedule 1.1 Program Guidelines

FinWise Bank (“ Lender ”) and

EF Marketing, LLC and Elevate Decision Sciences, LLC

(each a “Service Provider”and collectively”Service Providers”)

The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.


1.	Service Provider and Lender market the Product to potential consumers through certain initiatives, including but not limited to, organic, direct mail, television, and online advertising, and referrals through marketing partner websites.


2.	A potential customer (“Applicant”) visits the Product website at www.RISECredit.com.


A.	Applicant provides all information necessary to complete the application (the “Application”). All completed and signed applications and applicant’s personal information are stored in Service Provider's secure computer system (the “ System ”).


i.	New customers - Applicant visits the Product website to complete and submit the Application and establish an account (“Account”) with Lender; submitted information is entered into and stored in the System.


ii.	Returning customers - Applicant visits the Product website, logs into the Applicant’s Account and is asked to enter updated information into Service Provider’s System. The System populates the Application with the Applicant’s information, which the Applicant reviews and electronically signs.


B.	Service Provider confirms Applicant’s identification.


C.	Applicant’s information is stored in the System and processed through the System for Lender underwriting approval, denial, or request for additional information.


D.	If applicant’s information is deficient in any way or if the Applicant does not satisfy Lender’s fraud or underwriting criteria, Lender may reject the Applicant's Application or request additional information.


3.	Applicant requests Extension of Credit (“Loan”) from Lender:


A.	The Application is evaluated using Lender's underwriting criteria. Lender retains the sole and absolute discretion whether or not to make a Loan to any prospective Applicant and the maximum amount of each such Loan.


B.	If Lender declines to make a Loan to Applicant, Lender issues a Lender Notice of Adverse Action to Applicant.


i.	Lender shall address any questions received from applicants about NOAAs issued by Lender with assistance of Service Provider as needed.


4.	Loan Process


A.	If Loan is preliminarily approved by Lender (pending the Applicant 's electronic signature on the loan documents (“Loan Documents”), the Lender populates and electronically generates Loan Documents with appropriate Applicant and Loan information.


i.	The Lender's Federal Truth-in-Lending Disclosures and Promissory Note (“ Note ”).


a.	If Applicant elects to proceed, Applicant electronically signs the Note and any other required documents. Applicant may print and retain the Loan Documents, and electronically signed copies are retained under the Applicant’s account and are accessible by the Applicant. Lender has access to all electronically stored documents.

If Lender, in its sole discretion, agrees to make a loan to an Applicant as described herein and Applicant electronically signs the Note, then the Lender generates a message to the Applicant confirming the approval of the Loan, the amount of the Loan and the amount of the Loan proceeds that will be issued to the Applicant. Lender will electronically deposit the Loan proceeds into the Applicant’s bank account unless the Applicant has elected to receive the Loan proceeds by check.


B.	Applicant may print and retain the Loan Documents. Electronically signed copies are retained under the Applicant 's account in the System and are accessible by the Applicant.


5.	Basic Provisions of Each Loan


A.	Lender retains the sole and absolute discretion whether or not to make a Loan to any Applicant and the maximum amount of each such Loan.


B.	Loan Amount - To be determined by Lender from $500-$5,000.


C.	Interest Rate - 99%-149% per annum on Principal Amount.


D.	Loan Term - 7-26 months.

Loan Repayment. Each approved Applicant (“Customer”) agrees to pay each installment of the Loan when due and to pay the Loan in full or refinance the Loan (with Lender’s consent) on or before the date the final payment of the loan is due. For Customer’s convenience, and with Customer’s consent, the Lender will initiate ACH debits for payments on the date any installment or final payment is due. If Customer does not voluntarily provide ACH authorization, installment payments may be made by check, money order, debit card, or such other mechanism as Lender may determine .


F.	Loan Defaults


i.	Customer fails to make any installment payment when due.


ii.	Customer makes any statement or representation about himself/herself, his/her employment or his/her financial condition which is false.


iii.	Customer fails to keep some other promise or agreement made in the Note


G.	Truth in Lending - APR is calculated based upon the Finance Charge based on Regulation Z.


H.	Compliance - Each Loan complies with applicable consumer protection, federal, state, and usury laws and/or regulations.


I.	Recission - Customer has the right to rescind the Loan before midnight of the fifth day following the date on which the Loan is signed. The Customer must send written notice to Lender by email or regular mail. If the cancellation notice is delivered by mail, the postmark on the envelope will determine whether the cancellation notice was delivered timely.


6.	Other Program Processes


A.	Loan Servicing - Outsourced to third-party service providers, separate and distinct from Service Providers


B.	Document Retention - Lender shall retain and store electronic copies of all Loan Documents for as long as required by state or federal law


C.	Participation - Lender sells and transfers certain undivided participation interests in Loans to EF SPV, Ltd. on an ongoing basis pursuant to a participation agreement.

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	Elastic Financial, LLC	Delaware	100%
Elevate Admin, LLC	Elastic Financial, LLC	Delaware	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.

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)	NONE


(ii)	See Elevate Credit's most recent public filing for a current list of material agreements.

(iii) NONE

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.

Schedule 7.32 Transactions with Affiliates

See Elevate Credit's most recent public filing for a current list of material agreements.

Schedule 7.40 Material Contracts

See Elevate Credit's most recent public filing for a current list of material agreements.

Schedule 8.25 Existing Investments

NONE

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

FIRST AMENDMENT TO OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE (this "Amendment") is made and entered into as of the 25 ^th day of March, 2019 (the "Effective Date"), by and between COP-Spectrum Center, LLC ("Landlord"), as landlord, and Elevate Credit, Inc., a Delaware corporation ("Tenant"), as tenant.

W I T N E S S E T H:

A. Landlord and Tenant executed that certain Office Lease, dated as of January 24, 2018 (the "Lease"), covering approximately 52,588 rentable square feet (the "Existing Premises") in an office building located at 5080 Spectrum Drive, Addison, Texas, known as "Spectrum Center".

B. Landlord and Tenant now desire to amend the Lease to expand the Existing Premises by an additional 6,772 rentable square feet of space situated on the 3rd floor of the Building.

C. Terms defined in the Lease, when used herein, shall have the same meanings as are ascribed to them in the Lease, except as otherwise defined herein.

AGREEMENT

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

3rd Floor Expansion Premises . Landlord and Tenant hereby agree that Tenant shall lease approximately 6,772 rentable square feet of space situated in Suite 300E on the 3rd Floor of the Building (the "3rd Floor Expansion Premises"), effective as of the 3rd Floor Expansion Premises Commencement Date (as hereinafter defined). The 3rd Floor Expansion Premises shall be and become a part of the Existing Premises for all purposes under the Lease, and the 3rd Floor Expansion Premises shall be as described on Exhibit B attached hereto and made a part hereof for all purposes, which Exhibit B attached hereto shall be deemed inserted into the Lease as part of Exhibit B currently attached to the Lease. From and after the 3rd Floor Expansion Premises Commencement Date, the Premises shall consist of the Existing Premises and the 3rd Floor Expansion Premises, and the Premises Rentable Area shall be deemed to consist of approximately 59,360 square feet after the expansion to include the 3rd Floor Expansion Premises.


2.	Tenant's Share . Effective as of the 3rd Floor Expansion Premises Commencement Date, Section 8(i) of the Basic Lease Information (the "BLI") shall be hereby supplemented to provide that Tenant's Share with respect to the 3rd Floor Expansion Premises shall be 1.10%, and Tenant's Share for the entire Premises shall be 9.67%.


3.	Lease Term . Landlord and Tenant hereby agree that Landlord shall lease to Tenant, and Tenant shall lease from Landlord, the 3rd Floor Expansion Premises, commencing on June 1, 2019 (such date herein referred to as the "3rd Floor Expansion Premises Commencement Date") and ending on June 30, 2026, unless otherwise terminated earlier pursuant to the terms of the Lease.


4.	Basic Rent . Commencing on the 3rd Floor Expansion Premises Commencement Date and ending on June 30, 2026, Landlord and Tenant hereby agree that Section 5 of the BLI shall be supplemented to provide that the Basic Rent payable with respect the 3rd Floor Expansion Premises shall be as follows:

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.



Rental Period	Annual Rate per Square Foot of Premises Rentable Area*	Basic Monthly Rent*

6/1/2019 - 10/31/2019	$[**]	$[**]
11/1/2019 - 4/30/2020	$[*]	$[*]
5/1/2020 - 5/31/2020	$[***]	$[***]
6/1/2020 - 5/31/2021	$[***]	$[***]
6/1/2021 - 5/31/2022	$[***]	$[***]
6/1/2022 - 5/31/2023	$[***]	$[***]
6/1/2023 - 5/31/2024	$[***]	$[***]
6/1/2024 - 5/31/2025	$[***]	$[***]
6/1/2025 - 6/30/2026	$[***]	$[***]

* Notwithstanding anything to the contrary, Tenant shall only be obligated to pay Tenant’s Share of Electrical Expenses with respect to the 3rd Floor Expansion Premises from the 3rd Floor Expansion Premises Commencement Date until the expiration of the fifth (5th) month following the 3rd Floor Expansion Premises Commencement Date. Commencing on the first (1st) day of the sixth (6th) month following the 3rd Floor Expansion Premises Commencement Date, Tenant shall be obligated to pay, in addition to Basic Rent for the 3rd Floor Expansion Premises, Additional Rent (including Tenant's Share of Operating Expenses and Tenant's Share of Electrical Expenses) and all other sums due and payable by Tenant under the Lease, subject to the terms and conditions as described below.

** Tenant shall not be obligated to pay any Basic Rent or Additional Rent with respect to 1,772 rentable square feet of the 3rd Floor Expansion Premises during the period from the 3rd Floor Expansion Premises Commencement Date until the expiration of the twelfth (12th) month following the 3rd Floor Expansion Premises Commencement Date. Commencing on the first (1st) day of the thirteenth (13th) month following the 3rd Floor Expansion Premises Commencement Date, Tenant shall be obligated to pay Basic Rent, Additional Rent and all other sums due and payable by Tenant under the Lease for the entire 3rd Floor Expansion Premises.


5.	Additional Rent . Commencing on the Effective Date, Landlord and Tenant hereby agree that Section 6 of the BLI shall be supplemented to read as follows:

"Estimated Additional Rent per Square Foot of the Premises Rentable Area for 2019 Calendar Year: $[***]/RSF plus Electrical Expenses: $1.39/RSF"


6.	Cap on Operating Expenses . Landlord and Tenant hereby agree that certain Operating Expenses for the 3rd Floor Expansion Premises shall be capped at six percent (6%) per year on a cumulative basis, compounded annually, pursuant to the terms of Rider 1 attached to this Amendment.

Security Deposit . The current amount of the "Security Deposit" under the Lease is $[***]. Commencing on the Effective Date, Landlord and Tenant hereby agree that the Security Deposit referenced in Section 13 of the BLI shall be increased to be $[***]. The additional Security Deposit for the 3 ^rd Floor Expansion Premises in the amount of $[***] is due and payable by Tenant to Landlord concurrently with the execution of this Amendment.


8.	Notwithstanding anything to the contrary provided herein, Article 3, Security Deposit , of the Lease shall be amended to read as follows:

“If a Security Deposit is specified in the Basic Lease Information, Tenant will pay Landlord on the Date of Lease such Security Deposit as security for the performance of the terms hereof by Tenant. Tenant shall not be entitled to interest thereon and Landlord may commingle such Security Deposit with any other funds of Landlord. The Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. If a default by Tenant shall occur under this Lease, Landlord may, but shall not be required to, from time to time, without prejudice to any other remedy, use, apply or retain all or any part of this Security Deposit for the payment of any Rent or

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

any other sum in default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default, including, without limitation, costs and attorneys' fees incurred by Landlord to recover possession of the Premises. If Landlord shall use, apply or retain all or any part of the Security Deposit as provided for above, Tenant shall restore the Security Deposit to the amount set forth in the Basic Lease Information within thirty (30) days after receipt of written notice from Landlord. If Tenant performs every material provision of this Lease to be performed by it, including an end of Term walk through with the Landlord, the Security Deposit shall be returned to Tenant within thirty (30) days after the Expiration Date. Notwithstanding anything to the contrary contained herein, provided no default by Tenant under this Lease then-exists as of the expiration of the sixty-ninth (69 ^th ) month of the Term, the uncured monetary amount of the Security Deposit shall be reduced by $[***], such that the total amount of the Security Deposit shall thereafter be $[***]. Likewise, upon the expiration of the eighty-first (81 ^st ) month of the Term, provided no default by Tenant under this Lease then-exists, the then outstanding amount of the Security Deposit shall be further reduced by $[***], such that the total amount of the Security Deposit shall thereafter be $[***].”

Parking . Pursuant to Section 16 of the BLI and Exhibit F attached to the Lease, effective as of the 3rd Floor Expansion Premises Commencement Date, Landlord shall provide Tenant with four (4) parking spaces for every 1,000 rentable square feet of the 3rd Floor Expansion Premises, for a total of twenty-eight (28) additional parking spaces for the 3rd Floor Expansion Premises. Pursuant to the Lease, Tenant shall pay Landlord the Parking Rent at a rate of $0.00 per month, plus applicable taxes, for any unreserved garage parking space and $75.00 per month plus taxes for each reserved parking space, otherwise subject to the terms of the Lease. Tenant may designate three (3) of these additional parking spaces to be a reserved parking space. Subject to availability, Tenant shall have access to an additional 1.25/1000 spaces on a month-to-month basis, for a total of 5.25 per 1,000 rentable square feet.

10.

Tenant's Improvements . Landlord shall, at Landlord’s cost and expense (except as provided below), remodel and perform refurbishments (the “Space Work”) in the 3rd Floor Expansion Premises on a “turn-key” basis in accordance with the terms of Exhibit C attached hereto and made a part hereof for all purposes. Landlord will provide an allowance of $45.00 per square foot of 3rd Floor Expansion Premises for the performance of Tenant's Improvements (as defined in Exhibit C ). In the event Tenant utilizes less than the Finish Allowance, Tenant shall be entitled to utilize up to $7.00/RSF towards hard and soft costs, including architecture, design, construction, engineering and professional fees, moving expenses, and voice and data cabling. Tenant shall have the right to use any remaining unused Finish Allowance up to $3.00/RSF as a rental credit. Any unused portion of the Finish Allowance must be utilized within the first twelve (12) months of the Lease. Except as set forth in this Section 8 and in Exhibit C attached hereto, Landlord shall have no obligation to construct or pay for any improvements to the 3rd Floor Expansion Premises.

11.

Early Access . Tenant shall have the right to enter upon the 3rd Floor Expansion Premises ten (10) days prior to the date Landlord delivers the 3rd Floor Expansion Premises to Tenant for the installation of Tenant's furniture, fixtures and equipment, provided that such early entry shall be subject to all of the terms and conditions of the Lease other than the obligation to pay Rent with respect to the 3rd Floor Expansion Premises.


12.	Right of First Refusal . Subject to existing rights, Landlord and Tenant hereby agree that Tenant shall have an ongoing right of first refusal with respect to certain space in the Building, as set forth in Rider 2 attached to this Amendment.


13.	Renewal Option . Landlord and Tenant hereby agree that Tenant shall continue to have the right to renew or extend the Term of the Lease for two (2) additional periods of five (5) years each with no less than nine (9) months prior written notice to Landlord pursuant to, and in accordance with, the terms of Rider 2 attached to the Lease.


14.	Signage . Landlord agrees, at its cost, to install Building Standard suite entry signage for the 3rd Floor Expansion Premises and to update the building directory to reflect Tenant’s expansion into the 3rd Floor Expansion Premises.


15.	Termination Option . Landlord and Tenant hereby agree that Tenant shall continue to have the right to terminate the Lease pursuant to, and in accordance with, the terms of Rider 4 attached to the Lease.

16.

Ratification of Lease Agreement . Tenant hereby represents and certifies to Landlord that, to the best of Tenant’s current, actual knowledge, all obligations and conditions under the Lease have been performed to date by Landlord or Tenant, as applicable, and have been satisfied free of defenses and setoffs, including construction work in the Existing Premises. All other terms and conditions of the Lease are hereby ratified and confirmed to the extent not inconsistent with the terms set forth in this Amendment, and such terms and conditions shall be and remain in full force and effect.

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.


17.	Counterparts . This Amendment may be executed in any number of counterparts, any one of which shall constitute an original and all of which, when taken together, shall constitute one and the same instrument.


18.	Successors and Assigns . This Amendment shall be binding upon, and shall inure to the benefit of Landlord and Tenant and their respective successors and assigns.


19.	Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.

[SIGNATURE PAGE TO FOLLOW]

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

EXECUTED as of the date first written herein above.

LANDLORD :

COP-Spectrum Center, LLC

By: Granite Properties, Inc., its Manager

By: /s/ Robert Jimenez

Name: Robert Jimenez

Title: Director of Leasing - Dallas

TENANT :

Elevate Credit, Inc.,

a Delaware corporation

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: CEO

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

EXHIBIT B

3RD FLOOR EXPANSION PREMISES FLOOR PLAN

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

EXHIBIT C

WORK LETTER

1. Plans .

1.1

Approved Plans . Landlord and Tenant have agreed to the Space Plan per Interprise drawing # SPECTRUM_3E-010819 , dated January 8, 2019 , attached hereto as Schedule C-1 and made a part hereof by this reference. Such drawings and specifications are herein called the "Construction Plans" and all improvements required by the Construction Plans are herein called "Tenant's Improvements" utilizing building standard materials and installation methods as reasonably determined by Landlord. Landlord, at Landlord’s expense, shall provide, one (1) test and revision for Tenant.

1.2

Changes to Approved Plans . If any redrawing or re-drafting of the Construction Plans is necessitated by Tenant's requested changes (all of which shall be subject to Landlord's approval, which shall be unreasonably withheld), the expense of any such re-drawing or redrafting required in connection therewith and the expense of any work and improvements necessitated by such re-drawing or redrafting will be paid by Tenant as additional rent under this Lease; provided, however, Landlord, at Landlord’s expense, shall provide, one (1) test and revision for Tenant.


1.3	Coordination of Planners and Designers . If Tenant shall arrange for interior design services, whether with Landlord's space planner or any other planner or designer, it shall be Tenant's responsibility to cause necessary coordination of its agents' efforts with Landlord's agents to ensure that no delays are caused to either the planning or construction of the Tenant's Improvements.

2. Construction and Costs of Tenant's Improvements . Landlord agrees to construct Tenant's Improvements at Landlord's cost and expense substantially in accordance with the Construction Plans. Tenant shall bear the cost of any work and improvements required by any changes approved pursuant to Section 1.2 above or any non-standard items. Tenant shall be responsible for the installation and all cost associated with Tenant’s telecommunication equipment.

3. Delays . Delays in the completion of construction of Tenant's Improvements or in obtaining a certificate of occupancy, if required by the applicable governmental authority, caused by Tenant, Tenant's Contractors (hereinafter defined) or any person, firm or corporation employed by Tenant or Tenant's Contractors shall constitute "Tenant Delays". In the event that Tenant's Improvements are not Substantially Complete by the Commencement Date referenced in Section 9 of the Basic Office Lease Information, then the Commencement Date referenced in Section 9 of the Basic Office Lease Information shall be amended to be the Adjusted Substantial Completion Date (hereinafter defined) and the Expiration Date referenced in Section 10 of the Basic Office Lease Information shall be adjusted forward by the same number of days as is the Commencement Date, so that the term of the Lease will be the term set forth in Section 8 of the Basic Office Lease Information. The Adjusted Substantial Completion Date shall be the date Tenant's Improvements are Substantially Complete, adjusted backward, however, by one day for each day of Tenant Delays, if any. The foregoing adjustments in the Commencement Date and the Expiration Date shall be Tenant's sole and exclusive remedy in the event Tenant's Improvements are not Substantially Complete by the initial Commencement Date set forth in Section 9 of the Basic Office Lease Information.

4. Substantial Completion and Punch List . The terms "Substantial Completion" and "Substantially Complete" as applicable, shall mean when Tenant's Improvements are sufficiently completed in accordance with the Construction Plans so that Tenant can reasonably use the Premises for the Permitted Use (as described in Section 11 of the Basic Office Lease Information). When Landlord considers Tenant's Improvements to be Substantially Complete, Landlord will notify Tenant and within two (2) business days thereafter, Landlord's representative and Tenant's representative shall conduct a walk-through of the Premises and identify any necessary touch-up work repairs and minor completion items as are necessary for final completion of Tenant's Improvements. Neither Landlord's representative nor Tenant's representative shall unreasonably withhold his agreement on punch list items. Landlord will use reasonable efforts to cause the contractor to complete all punch list items within thirty (30) days after agreement thereon.

5. Tenant's Contractors . If Tenant should desire to enter the Premises or authorize its agent to do so prior to the Commencement Date of the Lease, to perform approved work not requested of the Landlord, Landlord shall permit such

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

entry if:

(a)

Landlord shall obtain at least three (3) competitive bids for the performance of Tenant's Improvements. Tenant may submit for Landlord’s consideration one (1) proposed contractor to be included among the contractors invited to submit bids, provided such contractor proposed by Tenant complies with Landlord’s insurance requirements. Tenant shall use only such contractors which Landlord shall approve in its reasonable discretion and Landlord shall have approved the plans to be utilized by Tenant, which approval will not be unreasonably withheld; and

(b)

Tenant, its contractors, workmen, mechanics, engineers, space planners or such others as may enter the Premises (collectively, "Tenant's Contractors" ), shall work in harmony with and do not in any way disturb or interfere with Landlord's space planners, architects, engineers, contractors, workmen, mechanics or other agents or independent contractors in the performance of their work (collectively, "Landlord's Contractors" ), it being understood and agreed that if entry of Tenant or Tenant's Contractors would cause, has caused or is causing a material disturbance to Landlord or Landlord's Contractors, then Landlord may, with notice, refuse admittance to Tenant or Tenant's Contractors causing such disturbance; and

(c)

Tenant, Tenant's Contractors and other agents shall provide Landlord sufficient evidence that each is covered under Worker's Compensation, and Commercial General Liability Insurance of $[***]per occurrence for Tenant’s Contractors which are involved in the actual construction of improvements or the installation of fixtures within the Premises or Worker's Compensation and Commercial General Liability Insurance of $[***] per occurrence for Tenant’s Contractors which are involved in the installation of furnishings and equipment, including, without limitation, cabling, carpeting, and window treatments, in the Premises, together with such property insurance as Landlord may reasonably request for its protection. General Liability Insurance shall include coverage for ongoing and completed construction. Tenant’s Contractors will name Landlord, Landlord's partners, the wholly-owned affiliates of Landlord's partners, and Property Manager as additional insureds on commercial general liability and property insurance policies. All liability policies will be primary and non-contributory and contain waivers of subrogation in favor of Landlord. Workers Compensation policy shall contain a waiver of subrogation in favor of Landlord.

Landlord shall not be liable for any injury, loss or damage to any of Tenant's installations or decorations made prior to the Commencement Date and not installed by Landlord. Tenant shall indemnify and hold harmless Landlord and Landlord's Contractors from and against any and all costs, expenses, claims, liabilities and causes of action arising out of or in connection with work performed in the Premises by or on behalf of Tenant (but excluding work performed by Landlord or Landlord's Contractors). Landlord is not responsible for the function and maintenance of Tenant's Improvements which are different than Landlord's standard improvements at the Property or improvements, equipment, cabinets or fixtures not installed by Landlord. Such entry by Tenant and Tenant's Contractors pursuant to this Section 5 shall be deemed to be under all of the terms, covenants, provisions and conditions of the Lease except the covenant to pay Rent.

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

6. Construction Representatives . Landlord's and Tenant's representatives for coordination of construction and approval of change orders will be as follows, provided that either party may change its representative upon written notice to the other:

LANDLORD'S REPRESENTATIVE:

NAME Jim Barron

ADDRESS 5601 Granite Parkway, Suite 1200

Plano, Texas 75024

PHONE 972-731-2300

FAX 972-731-2336

TENANT'S REPRESENTATIVE:

NAME

PHONE

FAX

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

SCHEDULE C-1

CONSTRUCTION PLANS

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

RIDER 1

CAP ON OPERATING EXPENSES

For the purpose of determining Additional Rent, Operating Expenses (exclusive of the Non-Capped Operating Expenses, as hereinafter defined) for any calendar year shall not be increased over the amount of Operating Expenses (exclusive of Non-Capped Operating Expenses) during the calendar year in which the 3rd Floor Expansion Premises Commencement Date occurs by more than six percent (6%) per year on a cumulative basis, compounded annually. It is understood and agreed that there shall be no cap on Non-Capped Operating Expenses, which are hereby defined to mean all Utility Expenses, Real Estate Taxes and Insurance Premiums.

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

RIDER 2

TENANT'S ON-GOING RIGHT OF FIRST REFUSAL

Prior to leasing any of the area described on Schedule A attached to this Rider ("Right of First Refusal Space" or "Refusal Space"), Landlord shall deliver to Tenant a written statement ("Statement") which shall reflect Landlord's and the prospective tenant's agreement with respect to square footage, rent, term, finish allowances, tenant inducements, parking and the description of the applicable Right of First Refusal Space. Tenant shall have seven (7) business days after receipt of the Statement within which to notify Landlord in writing that it desires to lease the applicable Right of First Refusal Space upon the terms and conditions contained in the Statement. Failure by Tenant to notify Landlord within such seven (7) business day period shall be deemed an election by Tenant not to lease the applicable Right of First Refusal Space and Landlord shall have the right to lease such space to the proposed tenant upon substantially the same terms and conditions contained in the Statement. Should Tenant not elect to lease the applicable Right of First Refusal Space and Landlord fails to lease the applicable Right of First Refusal Space to the prospective tenant upon the terms and conditions contained in the Statement, the right of first refusal shall revert to Tenant and Tenant's rights under this Rider 2 shall remain in effect.


B.	Tenant's rights are conditioned upon Tenant not being in default under this Lease beyond the expiration of any applicable notice and cure period and subject to any rights or options that may exist in favor of other tenants. Any subletting or assignment of one half (1/2) or more of the Premises Rentable Area, other than to an affiliate of Tenant, shall terminate Tenant's rights contained herein.

If Tenant exercises Tenant's option to lease the Right of First Refusal Space, Tenant and Landlord will enter into a mutually acceptable amendment to this Lease upon the business terms and conditions contained in the Statement (except as otherwise provided above). If Tenant elects not to exercise such option or the time for exercising such option expires, Tenant's rights under this Rider shall be null and void and of no further force or effect.


D.	Notwithstanding any provision or inference in this Rider to the contrary, the Right of First Refusal shall expire and be of no further force or effect on the earlier of (i) the expiration or earlier termination of the initial term of this Lease, or (ii) an uncured monetary default by Tenant under this Lease.

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

SCHEDULE A

RIGHT OF FIRST REFUSAL SPACE

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

AMENDMENT TO AMENDED AND RESTATED

SPECIAL LIMITED AGENCY AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED SPECIAL LIMITED AGENCY AGREEMENT, dated as of April 1, 2019 (this “ Amendment ”), is between FIRST FINANCIAL LOAN COMPANY LLC , a Delaware limited liability company (“ Lender ”) and RISE CREDIT SERVICE OF TEXAS, LLC , a Delaware limited liability company (“ CSO ”).

RECITALS

WHEREAS, reference is made to that certain AMENDED AND RESTATED SPECIAL LIMITED AGENCY AGREEMENT (the “ Agreement ”) between Lender and CSO dated September 29, 2017;

WHEREAS, the parties hereto desire to amend the Agreement as described herein;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1.	Defined Terms . For all purposes of this Amendment, unless the context otherwise requires, all capitalized terms used herein and not otherwise defined shall have the respective meanings attributed to them in the Agreement.


2.	Amendments to the Agreement .

Effective as of April 1, 2019 (the “Effective Date”):

Section 11 c. of the Agreement is hereby amended and restated in its entirety as follows:

c. Pledge of Credit Support for Credit Enhancement . CSO shall pledge and does hereby pledge to Lender that amount of cash and/or CSO Entitlements having a value equal to some certain percentage of the total amount of principal of all Loans outstanding from time to time as collateral for CSO’s obligations under its Credit Enhancement. The percentages agreed upon by the parties are set forth herein based upon the amount of Loans outstanding, and such percentages shall be modified only upon the mutual agreement of both parties. So long as Lender’s portfolio is zero dollars ($0.00) to five million dollars ($5,000,000.00), CSO’s pledge shall be [***]. If the Lender’s portfolio is five million and one dollars ($5,000,001.00) to ten million dollars ($10,000,000.00), CSO’s pledge shall be [***]. If the Lender’s portfolio is ten million and one dollars ($10,000,001.00) to fifteen million dollars ($15,000,000.00), CSO’s pledge shall be [***]. If the Lender’s portfolio is fifteen million and one dollars ($15,000,001.00) to twenty million dollars ($20,000,000.00), CSO’s pledge shall be [***]. If the Lender’s portfolio is greater than twenty million dollars ($20,000,000.00) CSO’s pledge shall be [***]. The percentages set forth herein shall be applied for each tranche of the Lender’s portfolio in accordance with the size of the portfolio. By way of example, if the Lender’s portfolio is twelve million five hundred thousand dollars ($12,500,000.00), CSO’s pledge shall be [***] for the first five million dollars ($5,000,000.00) and [***] for the next five million dollars ($5,000,000.00) and [***] for the next two million five hundred thousand dollars ($2,500,000.00).

Such pledge shall be in form and substance reasonably acceptable to Lender. The term “ CSO Entitlements ” means any of the following: (i) all cash received in respect of the repayment of Loans that is payable to CSO by Lender but attributable to or designated as reserves retained by Lender and owed to CSO from all or a portion of the CSO Fees accrued and earned by CSO from the Loans, (ii) all rights of CSO to payment from Lender that are attributable to or designated as reserves retained

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

by Lender and owed to CSO from all or a portion of the CSO Fees accrued and earned by CSO from the Loans, (iii) all other rights to payment, receivables or accounts owed by Lender to CSO under this Agreement, and (iv) all other accounts and general intangibles of CSO, if any, pledged by CSO in favor of Lender that have been identified by CSO and accepted by Lender as collateral pursuant to this Section 11.c. for CSO’s obligations under its Credit Enhancement. On a weekly basis, CSO and Lender shall determine whether the amounts pledged to or held by Lender pursuant to this Section 11.c. shall equal the amount required above. In the event of any shortfall, CSO shall promptly pledge to Lender additional cash or CSO Entitlements in an aggregate amount equal to such shortfall. In the event of any excess and provided that CSO is not in default under any Credit Enhancement or in default under Section 18 hereof, Lender shall promptly release cash in an aggregate amount equal to such excess. In order for Lender to have and maintain a first priority perfected security interest in the CSO Entitlements pledged to Lender pursuant to this section, CSO hereby authorizes Lender to file UCC financing statements and amendments with such governmental offices and in such jurisdictions as Lender may deem appropriate from time to time to perfect and maintain its security interests herein granted in such CSO Entitlements. CSO hereby further agrees to undertake all actions and do all things as requested by Lender from time to time in order to perfect, protect or otherwise preserve the security interest herein granted to Lender in such CSO Entitlements. To the extent that CSO pledges to Lender any cash pursuant to this section, then in connection with the pledge of such cash, CSO shall deposit such cash into a bank account as Lender may direct CSO in writing, which account shall be owned and subject to the exclusive control by Lender. In lieu of the pledge required hereby, CSO may provide Lender with a letter of credit issued by a third party or other security having a value equal to the amount of CSO Entitlements to be pledged reasonably acceptable to Lender.

Section 17. of the Agreement is hereby amended and restated in its entirety as follows:

Term . The term of this Agreement shall be for a period of TWO (2) years commencing as of the Effective Date of this Amendment; provided, however, that either party may terminate this Agreement prior to the expiration of its term pursuant to the provisions of this Section 17 and Section 18 below. For the avoidance of doubt, the term shall run two years from April 1, 2019. This Agreement shall be renewed automatically for successive one-year terms unless the party not wishing to renew provides the other party with at least SIXTY (60) days advance written notice of non-renewal. Each party hereto shall have the right to terminate this Agreement immediately upon written notice to the other party hereto, if (a) the terminating party determines in its reasonable discretion that the activities of the parties under this Agreement, the Loan Program or the CSO Program are illegal under, prohibited by or not permitted under any of the Rules; (b) any Regulatory Authority having jurisdiction over the Program, CSO or Lender requires the terminating party to terminate this Agreement; (c) the terminating party determines in its reasonable discretion that continued operation of the Loan Program or the CSO Program may materially adversely affect the ongoing operations of the terminating party or those of the terminating party’s affiliates; and in the event of a termination of this Agreement pursuant to this clause (c), the terminating party shall provide the other party with a written explanation of the basis for such termination, or (d) the terminating party determines in its reasonable discretion that continued operation of the Loan Program or the CSO Program may materially adversely affect the relationship between the terminating party or any of its affiliates and any Regulatory Authority having jurisdiction over any of them. In addition, if Lender modifies any Loan term, interest rate, fee, or other charge pursuant to Section 10 above, or if Lender materially modifies any underwriting criteria for the Loans pursuant to Section 10 above, CSO may terminate this Agreement upon THIRTY (30) days prior written notice to Lender if CSO determines in its reasonable discretion that such modification by Lender would render it economically infeasible for CSO to continue to perform its duties and responsibilities hereunder or that such modification would cause any aspect of the Loan Program or the CSO Program to be in violation of any Rules. Notwithstanding any termination of this Agreement, each party’s respective obligations and covenants hereunder with respect to outstanding Loans and the

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

related CSO Entitlements, Credit Enhancements and Guarantied Obligations shall remain in effect for so long as such Loans remain outstanding.


3.	Reference to and Effect on the Agreement .

(a) The Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(b) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party, nor constitute a waiver of any provision of the Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

4. GOVERNING LAW . THIS AMENDMENT SHALL BE CREATED UNDER AND GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Any signature page to this Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

6. Severability . The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(remainder of page intentionally blank)

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date first above written.

LENDER

First Financial Loan Company LLC

By: /s/ C. Dan Adams

Name: C. Dan Adams

Title: President and CEO

CSO

Rise Credit Service of Texas, LLC

By: /s/ Chris Lutes

Name: Chris Lutes

Title: Chief Financial Officer

CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

FIRST AMENDMENT TO CREDIT DEFAULT PROTECTION AGREEMENT

This FIRST AMENDMENT TO CREDIT DEFAULT PROTECTION AGREEMENT (this “ Amendment ”) is made and entered into as of April 24, 2019 by and between Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ ESPV ”) and Elastic Louisville, LLC, a Delaware limited liability company fka Elastic@Work, LLC (" Elastic ").

Recitals

WHEREAS, Elastic and ESPV are parties to that certain Credit Default Protection Agreement, dated as of July 1, 2015 (the “ Original Agreement ”); and

WHEREAS, in accordance with Section 13 of the Original Agreement, Elastic and ESPV desire to amend certain provisions of the Original 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:

Agreement

1. Capitalized Terms . Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Agreement.

2. Amendments to Original Agreement . Subject to the terms and conditions of this Amendment, the Original Agreement is amended as follows:

(a) All references to E@W in the Original Agreement are hereby deleted and replaced with references to Elastic.

(b) The definition of “ Reserve Deposit ” set forth in Section 1 of the Original Agreement is hereby amended by deleting such definition in its entirety and substituting the following:

" Reserve Deposit " shall mean an amount equal to the LTV Covenant Cure Amount (as defined in the Financing Agreement)."

(c) Deposits into Operating Account . Section 3 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

"3. Deposits into Operating Account . If an LTV Covenant Default would occur as provided in Section 8.1(a) of the Financing Agreement, then Elastic shall deposit or cause to be deposited an amount equal to the Reserve Deposit into the Operating Account. The Reserve Deposits shall be used solely (i) for the payment by Elastic of ESPV Credit Default Payments pursuant to the terms of this Agreement, and (ii) for the purchase by ESPV of Participation Interests pursuant to the Participation Agreement and the Participation Interest Purchase and Sale Agreement."

(d) Withdrawal of Reserve Deposits from the Operating Account . Section 4 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

"4. Withdrawal of Reserve Deposits from the Operating Account . Solely to the extent necessary to satisfy its obligations under Section 2(c) , Elastic may request ESPV to withdraw Reserve Deposits from the Operating Account from time to time. Additionally, if the Credit Parties would still remain in compliance with the Loan to Value Ratio after giving effect to a return of funds, Elastic may request ESPV to return such amount of the Reserve Deposits to Elastic."

3. Reference to and Effect Upon the Original Agreement . Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Original Agreement shall remain in full force and effect. From and after the date hereof, the term “Agreement” in the Original Agreement shall mean the Original Agreement, as amended by this Amendment

4. 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.

5. Further Assurances . The parties 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.

6. 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.

7. Headings . The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

8. Signatures . 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.

[Remainder of Page Intentionally Left Blank; Signature Page 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.

ESPV :

ELASTIC SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Borrower

By: /s/ Andrew Dean

Name: Andrew Dean

Title: Director

Elastic :

ELASTIC LOUISVILLE, LLC , a Delaware limited liability company

By: /s/ Ken Rees

Name: Ken Rees

Title: Chief Executive Officer

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


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:	May 10, 2019	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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


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:	May 10, 2019	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 March 31, 2019 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:	May 10, 2019	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 March 31, 2019 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:	May 10, 2019	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)