EX-10.53



 Exhibit 10.53 

Execution Version 
 SECOND
AMENDMENT TO FINANCING AGREEMENT 
 This SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and
entered into as of July 14, 2016 by and among Elastic 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 Credit”) as a Guarantor, the other Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”) and Victory Park Management, LLC, as
administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing
Agreement or if not defined therein, in the Pledge and Security Agreement. 
 WHEREAS, the Credit Parties, the Lenders and the Agent
are parties to that certain Financing Agreement dated as of July 1, 2015, as amended by that certain First Amendment to Financing Agreement dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified from time to
time, the “Financing Agreement”); and 
 WHEREAS, the Credit Parties and the Agent desire to amend certain
provisions of the Financing Agreement on the terms set forth herein. 
 NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Amendments to Financing Agreement. Subject to the terms and conditions of this Amendment, including the satisfaction of the
conditions precedent set forth in Section 2 hereof, the Financing Agreement is amended as follows: 
 (a) The definition of
“Current Interest Rate” set forth in Section 1.1. of the Financing Agreement is hereby amended by deleting such definition in its entirety and substituting the following therefor (changes are in italics): 

““Current Interest Rate” means a rate equal to: 

(a) during such times as the aggregate outstanding principal amount of the Notes is less than or equal to $50,000,000, the Base
Rate plus thirteen percent (13.0%) per annum, and 
 (b) during such times as the aggregate outstanding principal amount
of the Notes is greater than $50,000,000 but less than or equal to $100,000,000 (such Notes, the “First Additional Notes”), the quotient of: 

(i) (A) the Base Rate plus thirteen percent (13.0%) per annum, multiplied by $50,000,000, plus, (B) the Base
Rate plus twelve percent (12.0%) per annum or such other rate as may be agreed upon by all of the parties hereto, multiplied by the aggregate outstanding principal amount of the Notes that is in excess of $50,000,000 but less than or equal
to $100,000,000,  

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 








 divided by 

(ii) the aggregate outstanding principal amount of the Notes. 

(c) during such times as the aggregate outstanding principal amount of the Notes is greater than $100,000,000 (such
Notes, the “Second Additional Notes” and together with the First Additional Notes, the “Additional Notes”), the quotient of: 

(i) (A) the Base Rate plus thirteen percent (13.0%) per annum, multiplied by $50,000,000, plus,
(B) the Base Rate plus twelve percent (12.0%) per annum or such other rate as may be agreed upon by all of the parties hereto, multiplied by $50,000,000, plus (C) the Base Rate plus thirteen and one-half percent
(13.5%) per annum or such other rate as may be agreed upon by all of the parties hereto, multiplied by the aggregate outstanding principal amount of the Notes that is in excess of $100,000,000, 

divided by 

(ii) the aggregate outstanding principal amount of the Notes.” 

(b) The definition of “Maximum Commitment” set forth in Section 1.1. of the Financing Agreement is hereby amended by deleting
such definition in its entirety and substituting the following therefor: 
 ““Maximum Commitment” means
$150,000,000.” 
 (c) Section 1.1 of the Financing Agreement is hereby further amended by adding the following definitions thereto
in appropriate alphabetical order: 
 ““First Additional Notes” has the meaning set forth in the definition of
“Current Interest Rate””. 
 ““Second Additional Notes” has the meaning set forth in the definition of
“Current Interest Rate””. 
 (d) All references to “Presta Holdings, LLC”, “Payday One of California, LLC”
and “Payday One, LLC” in the Transaction Documents are hereby deleted. 

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 2 








 (e) All references to “Rise Credit Services of Ohio, LLC” in the Transaction Documents
are hereby deleted and replaced with “Rise Credit Service of Ohio, LLC.” 
 (f) All references to “Rise Credit Services of
Texas, LLC” in the Transaction Documents are hereby deleted and replaced with “Rise Credit Service of Texas, LLC.” 
 (g) All
references to “PDO Financial, LLC” in the Transaction Documents are hereby deleted and replaced with “Rise Financial, LLC.” 

(h) The Schedule of Lenders attached to the Financing Agreement is hereby amended and replaced by Exhibit I attached to this
Amendment. 
 2. Conditions Precedent. This Amendment shall become effective upon the satisfaction in full of each of the
following conditions: 
 (a) 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 date hereof all fees and other amounts due and owing thereon under this Amendment and the other Transaction Documents; 

(b) the representations and warranties of the Credit Parties contained herein and in the Financing Agreement shall be true and correct except
to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; and 

(c) no Event of Default shall have occurred and be continuing or would result from the transaction contemplated hereby. 

3. General Release. In consideration of the Agent’s agreements contained in this Amendment, each Credit Party hereby
irrevocably releases and forever discharge the Lenders, the Holders and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants, attorneys, managers, investment managers, principles and
portfolio companies (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or
civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had or now has against Agent, any Lender, any Holder or any other Released Person which relates, directly or indirectly, to any acts or omissions of
Agent, any Lender, any Holder or any other Released Person relating to the Financing Agreement or any other Transaction Document on or prior to the date hereof. 

4. Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit
Party represents, warrants and covenants that: 
 (a) The execution, delivery and performance by each Credit Party of this Amendment and all
documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents 

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 3 








 
and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies. 
 (b) Each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date
hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the
agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. 

(c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby
does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other
Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any
Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. 

(d) No Event of Default has occurred or is continuing under this Amendment or any other Transaction Document. 

5. Ratification of Liability. Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity
in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance
obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties
pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security
interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document.
Each Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to
or in connection with this Amendment or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in


  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 4 








 
connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force
and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Agent, nor constitute a waiver of any
provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents. 
 6.
Reference to and Effect Upon the Transaction Documents. 
 (a) Except as specifically amended hereby, all terms, conditions,
covenants, representations and warranties contained in the Transaction Documents, and all rights of the Lenders, the Holders and the Agent and all of the obligations under the Transaction Documents, shall remain in full force and effect. Each Credit
Party hereby confirms that the Transaction Documents are in full force and effect, and that no Credit Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any Transaction Document or the
Credit Parties’ obligations thereunder. 
 (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this
Amendment and any consents or waivers set forth herein shall not directly or indirectly: (i) create any obligation to make any further loans or to defer any enforcement action after the occurrence of any Event of Default; (ii) constitute a
consent or waiver of any past, present or future violations of any Transaction Document; (iii) amend, modify or operate as a waiver of any provision of any Transaction Document or any right, power or remedy of any Lender, any Holder or the
Agent or (iv) constitute a course of dealing or other basis for altering any obligations under the Transaction Documents or any other contract or instrument. Except as expressly set forth herein, each Lender, each Holder and the Agent reserve
all of their rights, powers, and remedies under the Transaction Documents and applicable law. All of the provisions of the Transaction Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever
waived previously, are hereby reinstated. 
 (c) From and after the date hereof, (i) the term “Agreement” in the Financing
Agreement, and all references to the Financing Agreement in any Transaction Document shall mean the Financing Agreement, as amended by this Amendment and (ii) the term “Transaction Documents” defined in the Financing Agreement shall
include, without limitation, this Amendment and any agreements, instruments and other documents executed or delivered in connection herewith. 

7. Costs and Expenses. In addition to, and not in lieu of, the terms of the Transaction Documents relating to the reimbursement
of the Lenders’, the Holders’ and the Agent’s fees and expenses, the Credit Parties shall reimburse each Lender, each Holder and the Agent, as the case may be, promptly on demand for all fees, costs, charges and expenses, including
the fees, costs and expenses of counsel and other expenses incurred in connection with this Amendment. 

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 5 








 8. Governing Law; Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General
Obligations Law. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. 
 9. 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. 

10. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes. 

11. 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. 
 12. Further Assurances. The parties hereto shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this
Amendment and the consummation of the transactions contemplated hereby. 
 13. Headings. The headings of this Amendment are
for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment. 

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 6 








 14. 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 Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Borrower for any further sum. The Secured Parties shall not take any action or
commence any proceedings against the Borrower to recover any amounts due and payable by the Borrower under the Financing Agreement except as expressly permitted by the provisions of the Financing Agreement. The Secured Parties shall not take any
action or commence any proceedings or petition a court for the liquidation of the Borrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Borrower 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 Borrower’s obligations under the Transaction Documents are solely the
corporate obligations of the Borrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Borrower 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 Page Follows] 

  
 [****] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 

 
 7 








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment to be duly
executed as of the date first written above. 
  

			
	BORROWER:
	
	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



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment 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:	 	CEO



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment 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
	
	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



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment to be duly
executed as of the date first written above. 
  

			
	RISE FINANCIAL, LLC
	RISE CREDIT OF ALABAMA, LLC
	RISE CREDIT OF CALIFORNIA, LLC
	RISE CREDIT OF DELAWARE, LLC
	RISE CREDIT OF GEORGIA, LLC
	RISE CREDIT OF IDAHO, LLC
	RISE CREDIT OF KANSAS, LLC
	RISE CREDIT OF ILLINOIS, LLC
	RISE CREDIT OF MISSISSIPPI, LLC
	RISE CREDIT OF MISSOURI, LLC
	RISE CREDIT OF NEVADA, LLC
	RISE CREDIT OF NEW MEXICO, LLC
	RISE CREDIT OF NORTH DAKOTA, LLC
	RISE CREDIT OF SOUTH CAROLINA, LLC
	RISE CREDIT OF SOUTH DAKOTA, LLC
	RISE CREDIT OF UTAH, LLC
	RISE CREDIT OF VERMONT, LLC
	RISE CREDIT OF VIRGINIA, LLC
	RISE CREDIT OF ARIZONA, LLC
	RISE CREDIT OF COLORADO, LLC
	RISE CREDIT OF MARYLAND, LLC
	RISE CREDIT OF OKLAHOMA, LLC
	RISE CREDIT OF NEBRASKA, LLC
	RISE CREDIT OF LOUISIANA, LLC
	RISE CREDIT OF TEXAS, 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



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment to be duly
executed as of the date first written above. 
  

			
	ELASTIC@WORK, LLC
	ELEVATE@WORK ADMIN, LLC
	ELEVATE@WORK, 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



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 IN WITNESS WHEREOF, each party has caused its signature page to this Amendment 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 INVESTOR FUND B, LLC as a Lender
		
	By:	 	Victory Park Capital Advisors, LLC
	Its:	 	Investment Manager
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	General Counsel
	
	VPC SPECIALTY FINANCE FUND I, L.P.
		
	By:	 	VPC Specialty Finance Fund GP I, L.P.
	Its:	 	General Partner
		
	By:	 	VPC Specialty Finance Fund UGP I, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	General Counsel
	
	VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory



  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 
  








 EXHIBIT I 

SCHEDULE OF LENDERS 
  

									
	(1)	  	(2)	  	(3)	  	(5)
	 Lender
	  	Address and Facsimile Number	  	Commitment to
Purchase
Notes:	  	Legal Representative’s Address and
Facsimile Number
	VPC INVESTOR	  	227 W. Monroe Street	  		  	Katten Muchin Rosenman LLP
	FUND B, LLC	  	Suite 3900	  		  	525 West Monroe Street
		  	Chicago, IL 60606	  		  	Chicago, IL 60661
		  	Telephone: 312.705.2786	  		  	Telephone:	  	(312) 902-5297
		  	Facsimile: 312.701.0794	  		  		  	(312) 902-5495
		  	Attention: Scott R. Zemnick	  	$ [****]	  	Facsimile:	  	(312) 577-8964
		  	E-mail:	  		  		  	(312) 577-8854
		  	szemnick@vpcadvisors.com	  		  	Attention:	  	Mark R. Grossmann
		  		  		  		  	Scott E. Lyons
		  		  		  	E-mail:	  	mg@kattenlaw.com
		  		  		  		  	scott.lyons@kattenlaw.com
				
	VPC SPECIALTY	  	227 W. Monroe Street	  		  	Katten Muchin Rosenman LLP
	LENDING	  	Suite 3900	  		  	525 West Monroe Street
	INVESTMENTS	  	Chicago, IL 60606	  		  	Chicago, IL 60661
	INTERMEDIATE,	  	Telephone: 312.705.2786	  		  	Telephone:	  	(312) 902-5297
	L.P.	  	Facsimile: 312.701.0794	  		  		  	(312) 902-5495
		  	Attention: Scott R. Zemnick	  	$[****]	  	Facsimile:	  	(312) 577-8964
		  	E-mail:	  		  		  	(312) 577-8854
		  	szemnick@vpcadvisors.com	  		  	Attention:	  	Mark R. Grossmann
		  		  		  		  	Scott E. Lyons
		  		  		  	E-mail:	  	mg@kattenlaw.com
		  		  		  		  	scott.lyons@kattenlaw.com
				
	VPC SPECIALTY	  	227 W. Monroe Street	  		  	Katten Muchin Rosenman LLP
	FINANCE FUND	  	Suite 3900	  		  	525 West Monroe Street
	I, L.P.	  	Chicago, IL 60606	  		  	Chicago, IL 60661
		  	Telephone: 312.705.2786	  		  	Telephone:	  	(312) 902-5297
		  	Facsimile: 312.701.0794	  		  		  	(312) 902-5495
		  	Attention: Scott R. Zemnick	  	$[****]	  	Facsimile:	  	(312) 577-8964
		  	E-mail:	  		  		  	(312) 577-8854
		  	szemnick@vpcadvisors.com	  		  	Attention:	  	Mark R. Grossmann
		  		  		  		  	Scott E. Lyons
		  		  		  	E-mail:	  	mg@kattenlaw.com
		  		  		  		  	scott.lyons@kattenlaw.com
		  		  	Aggregate
Commitment
to Purchase
 Notes:$150,000,000
	  		  	


  
 Second Amendment to Financing Agreement
(Elastic) 
 [****] = 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 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.