EX-10.54



 Exhibit 10.54 

THIRD AMENDMENT TO SUBLEASE AGREEMENT 

THIS THIRD AMENDMENT TO THE SUBLEASE AGREEMENT (this “Third Amendment”) is entered into effective as of this 12th day of October, 2015 (the “Effective Date”) by and between TC Loan Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza,
Suite 400, Fort Worth, Texas 76109 (“Sublessor”), and Elevate Credit Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109
(“Sublessee”). 
 Recitals 

A. WHEREAS, Sublessor is the tenant of premises located at Overton Centre I 4150 International Plaza Fort Worth, Texas (“Leased
Premises”) more particularly described in that certain master lease, most recently amended on June 25, 2014, between Overton Green Property Owner, L.P. (“Landlord”), as landlord, and Sublessor, as tenant (such lease, all
exhibits thereto, and any amendments or addendums thereto as amended is referred to as the “Prime Lease”). 
 B. WHEREAS,
there is a Sublease negotiated and executed by Sublessor and Sublessee dated as of May 1, 2014 (the “Sublease Agreement”) pursuant to that certain Distribution Agreement between Sublessor and Sublessee dated as of May 1, 2014 (the
“Distribution Agreement”). 
 C. WHEREAS, Sublessor and Sublessee entered into an Amendment to Sublease Agreement on
December 1, 2014 (“First Amendment”) in order for Sublessee to sublet certain additional portions of the Leased Premises from Sublessor for the term and upon the other conditions hereinafter set forth in that First Amendment. 

D. WHEREAS, Sublessor and Sublessee entered into a Second Amendment to Sublease Agreement on May 18, 2015 (“Second
Amendment”) in order for Sublessee to sublet the same portion of the Leased Premises referred to in the First Amendment for an extended term. 

E. WHEREAS, Sublessee desires to sublet certain additional portions of the Leased Premises from Sublessor and Sublessor is willing to sublet
certain additional portions for the term and upon the conditions hereinafter set forth. 
 F. WHEREAS, Sublessee desires to sublet from
Sublessor and Sublessor is willing to sublet the Leased Premises described in the Sublease Agreement, the First Amendment, and this Third Amendment for an extended term as set forth herein. 







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

	 	1.	The defined term “Additional Subleased Premises” found in the First Amendment is hereby deleted in its entirety and replaced by inserting the following in lieu thereof: 


a. The “Additional Subleased Premises” includes the “Subleased Premises” as defined in
the Sublease Agreement in addition to such portions of the Leased Premises being particularly identified in Schedule B, which the parties agree, for the purposes of this Third Amendment and any square footage calculations pursuant hereto, is
approximately 8,784.9 square feet of office space on the second floor. When combined with the previous subleased space on the third and seventh floors of 42,244 square feet brings the combined total of subleased square feet to 51,028.9, or
approximately 11.4% of the common space (building rentable area is 447,917 square feet). The Additional Subleased Premises shall also include a Right of First Refusal for the space currently utilized by Lessor on the fourth floor as more
particularly described in Schedule B. 
  

	 	2.	Paragraph 1 Term and Termination of the Second Amendment to Sublease Agreement is hereby deleted in its entirety and replaced by inserting the following in lieu thereof: 


a. Subject to Section 4(b), the “Term” of this Sublease shall commence on the Effective Date and end on August 31,
2016. 
 b. This Sublease shall terminate on the first to occur of the following: (i) one (1) calendar day before the expiration of the term
of the Prime Lease; (ii) the date upon which the Prime Lease is terminated as a result of any provisions of the Prime Lease; or (iii) the date upon which Sublessee’s right to occupancy of the Additional Subleased Premises is terminated pursuant
to this Sublease or as provided by law. 
  

	 	3.	Paragraph 5 Sublessee’s Payment Obligations Section a. Rent of the First Amendment to the Sublease Agreement is hereby deleted in its entirety and replaced by inserting
the following in lieu thereof: 

 a. Rent. Sublessee covenants and agrees to pay to Sublessor, on a monthly basis, an
additional amount equal to fourteen thousand five hundred seventy-five dollars and fifty cents ($14,575.50) for a combined total of eighty-four thousand eight hundred twenty-one dollars and ten cents ($84,821.10) per month including any applicable
sales taxes (“Base Rent”) for all subleased space through August 2016. 
  

	 	4.	Paragraph 5 Sublessee’s Payment Obligations Section b. Common Area of the First Amendment to the Sublease Agreement is hereby deleted in its entirety and replaced by
inserting the following in lieu thereof: 

 a. Common Area Operating Expenses. In addition to Base Rent, Sublessee
covenants and agrees to pay to Sublessor, on a monthly basis, 69.875% of the Common Area Operating Expenses allocated by Landlord to Sublessor (51,028.9 subleased square feet of the total 73,029 square feet of rented space). As used herein, Base
Rent together with Sublessee’s percentage of the Common Area Operating Expenses, collectively, “Rent”. 

  
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	 	5.	Paragraph 6 of the First Amendment to the Sublease Agreement – Additional Services - is hereby deleted in its entirety and replaced by inserting the following in lieu thereof:


  

	 	a.	Additional Services. Sublessor shall have access to and use of the kitchen of Sublessee. 

  

	 	6.	Except as set forth in this Third Amendment, the Amendment to the Sublease Agreement is unaffected and shall continue in full force and effect in accordance with its terms. 


IN WITNESS WHEREOF, each of the undersigned has caused this Third Amendment to the Sublease Agreement to be signed by its duly authorized
representative as of the Effective Date. 
  

													
	SUBLESSOR:	 	SUBLESSEE:
		
	TC LOAN SERVICE, LLC	 	ELEVATE CREDIT SERVICE, LLC
					
	By:	 	 /s/ Nina Vitagliano
	 		 	By:	 	 /s/ Chris Lutes

		 	Name:	 	Nina Vitagliano	 		 		 	Name:	 	Chris Lutes
		 	Title:	 	CFO	 		 		 	Title:	 	CFO


  
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 Schedule B 

Additional Subleased Premises 

By entering into this Third Amendment to Sublease Agreement, Sublessee will sublease the following space from Sublessor: 

3rd Floor – 21,068 square feet 

7th Floor – 21,176 square feet 

2nd Floor – 8,784.9 square feet (does not include the
Training Room or the Help Desk Area/NOC Room – a total of 932.1 square feet – which will be retained by Sublessor). 

Right of First Refusal of 4th Floor – Lessor grants to
Lessee a right of first refusal on the space currently utilized by Lessor on the 4th floor or any portion thereof by providing written notice to Lessee as soon as possible, in no event less than
ninety (90) days prior to Lessor’s anticipated relinquishment of the space. 

  
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