EX-10.79



 Exhibit 10.79 

THIRD AMENDED AND RESTATED FINANCING AGREEMENT 

Dated as of February 1, 2017 

by and among 
 RISE SPV, LLC, a
Delaware limited liability company, as the US Term Note Borrower (the “US Term Note Borrower”), 

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”), 

ELEVATE CREDIT, INC., a Delaware corporation, as the US Convertible Term Note Borrower (“Elevate Credit
Parent”), 
 THE GUARANTORS FROM TIME TO TIME PARTY HERETO, 

THE LENDERS PARTY HERETO 
 and

 VICTORY PARK MANAGEMENT, LLC 

as Agent 
  

 
 $495,000,000 SENIOR SECURED TERM
NOTES COMPRISED OF: 
 $350,000,000 US TERM NOTES 

$50,000,000 UK TERM NOTES 

$45,000,000 US LAST OUT TERM NOTES 

$25,000,000 FOURTH TRANCHE US LAST OUT TERM NOTES 

$25,000,000 US CONVERTIBLE TERM NOTES 
  

 

  
 [****] = 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. 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE 1 DEFINITIONS; CERTAIN TERMS
	  	 	2	 
	 Section 1.1
	 	 Definitions
	  	 	2	 
	 Section 1.2
	 	 Terms Generally
	  	 	29	 
	 Section 1.3
	 	 Accounting and Other Terms
	  	 	30	 
	 Section 1.4
	 	 Borrower Representative
	  	 	30	 
	 Section 1.5
	 	 Payments in Foreign Currencies
	  	 	30	 
	 Section 1.6
	 	 Exchange Rates
	  	 	31	 
	 Section 1.7
	 	 Judgment Currency
	  	 	31	 
		
	 ARTICLE 2 BORROWERS’ AUTHORIZATION OF ISSUE
	  	 	31	 
	 Section 2.1
	 	 Senior Secured Term Notes; Senior Secured Last Out Term Notes; Senior Secured Fourth Tranche US
Last Out Term Notes; Senior Secured Convertible Term Notes
	  	 	31	 
	 Section 2.2
	 	 Interest
	  	 	39	 
	 Section 2.3
	 	 Redemptions and Payments
	  	 	40	 
	 Section 2.4
	 	 Payments
	  	 	44	 
	 Section 2.5
	 	 Dispute Resolution
	  	 	45	 
	 Section 2.6
	 	 Taxes
	  	 	45	 
	 Section 2.7
	 	 Reissuance
	  	 	47	 
	 Section 2.8
	 	 Register
	  	 	48	 
	 Section 2.9
	 	 Maintenance of Register
	  	 	48	 
	 Section 2.10
	 	 Monthly Maintenance Fee; Unused US Term Note Commitment Fee
	  	 	49	 
	 Section 2.11
	 	 Extension of Maturity Date of Fourth Tranche US Last Out Term Notes
	  	 	49	 
	 Section 2.12
	 	 Increase in Maximum Commitment
	  	 	49	 
		
	 ARTICLE 3 THIRD RESTATEMENT CLOSING
	  	 	51	 
	 Section 3.1
	 	 Third Restatement Closing
	  	 	51	 
		
	 ARTICLE 4 INTENTIONALLY OMITTED
	  	 	52	 
		
	 ARTICLE 5 CONDITIONS TO THIRD RESTATEMENT CLOSING AND EACH LENDER’S OBLIGATION TO
PURCHASE
	  	 	52	 
	 Section 5.1
	 	 Third Restatement Closing
	  	 	52	 
	 Section 5.2
	 	 Subsequent Draws
	  	 	54	 
		
	 ARTICLE 6 CERTAIN LENDERS’ REPRESENTATIONS AND WARRANTIES
	  	 	56	 
	 Section 6.1
	 	 No Public Sale or Distribution
	  	 	56	 
	 Section 6.2
	 	 Investor Status
	  	 	56	 
	 Section 6.3
	 	 Governmental Review
	  	 	56	 
	 Section 6.4
	 	 Transfer or Resale
	  	 	56	 
	 Section 6.5
	 	 Legends
	  	 	57	 


  
 [****] = 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. 


  
 i 









							
		
	 ARTICLE 7 CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES
	  	 	58	 
	 Section 7.1
	 	 Organization and Qualification
	  	 	58	 
	 Section 7.2
	 	 Authorization; Enforcement; Validity
	  	 	58	 
	 Section 7.3
	 	 Issuance of Securities
	  	 	59	 
	 Section 7.4
	 	 No Conflicts
	  	 	59	 
	 Section 7.5
	 	 Consents
	  	 	59	 
	 Section 7.6
	 	 Subsidiary Rights
	  	 	60	 
	 Section 7.7
	 	 Equity Capitalization
	  	 	60	 
	 Section 7.8
	 	 Indebtedness and Other Contracts
	  	 	61	 
	 Section 7.9
	 	 Off Balance Sheet Arrangements
	  	 	61	 
	 Section 7.10
	 	 Ranking of Notes
	  	 	61	 
	 Section 7.11
	 	 Title
	  	 	61	 
	 Section 7.12
	 	 Intellectual Property Rights
	  	 	61	 
	 Section 7.13
	 	 Creation, Perfection, and Priority of Liens
	  	 	62	 
	 Section 7.14
	 	 Absence of Certain Changes; Insolvency
	  	 	62	 
	 Section 7.15
	 	 Absence of Proceedings
	  	 	63	 
	 Section 7.16
	 	 No Undisclosed Events, Liabilities, Developments or Circumstances
	  	 	63	 
	 Section 7.17
	 	 No Disagreements with Accountants and Lawyers
	  	 	63	 
	 Section 7.18
	 	 No General Solicitation; Placement Agent’s Fees
	  	 	63	 
	 Section 7.19
	 	 Reserved
	  	 	63	 
	 Section 7.20
	 	 Tax Status
	  	 	63	 
	 Section 7.21
	 	 Transfer Taxes
	  	 	64	 
	 Section 7.22
	 	 Conduct of Business; Compliance with Laws; Regulatory Permits
	  	 	64	 
	 Section 7.23
	 	 Foreign Corrupt Practices
	  	 	65	 
	 Section 7.24
	 	 Reserved
	  	 	65	 
	 Section 7.25
	 	 Environmental Laws
	  	 	65	 
	 Section 7.26
	 	 Margin Stock
	  	 	65	 
	 Section 7.27
	 	 ERISA; Pension Schemes
	  	 	66	 
	 Section 7.28
	 	 Investment Company
	  	 	66	 
	 Section 7.29
	 	 U.S. Real Property Holding Corporation
	  	 	66	 
	 Section 7.30
	 	 Internal Accounting and Disclosure Controls
	  	 	66	 
	 Section 7.31
	 	 Accounting Reference Date
	  	 	67	 
	 Section 7.32
	 	 Transactions With Affiliates
	  	 	67	 
	 Section 7.33
	 	 Acknowledgment Regarding Holders’ Purchase of Securities
	  	 	67	 
	 Section 7.34
	 	 Reserved
	  	 	67	 
	 Section 7.35
	 	 Insurance
	  	 	67	 
	 Section 7.36
	 	 Full Disclosure
	  	 	68	 
	 Section 7.37
	 	 Employee Relations
	  	 	68	 
	 Section 7.38
	 	 Certain Other Representations and Warranties
	  	 	68	 
	 Section 7.39
	 	 Patriot Act
	  	 	68	 
	 Section 7.40
	 	 Material Contracts
	  	 	68	 
		
	 ARTICLE 8 COVENANTS
	  	 	69	 
	 Section 8.1
	 	 Financial Covenants
	  	 	69	 
	 Section 8.2
	 	 Deliveries
	  	 	70	 
	 Section 8.3
	 	 Notices
	  	 	71	 
	 Section 8.4
	 	 Rank
	  	 	74	 
	 Section 8.5
	 	 Incurrence of Indebtedness
	  	 	74	 


  
 [****] = 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. 


  
 ii 









							
	 Section 8.6
	 	 Existence of Liens
	  	 	74	 
	 Section 8.7
	 	 Restricted Payments
	  	 	74	 
	 Section 8.8
	 	 Mergers; Acquisitions; Asset Sales
	  	 	76	 
	 Section 8.9
	 	 No Further Negative Pledges
	  	 	76	 
	 Section 8.10
	 	 Affiliate Transactions
	  	 	76	 
	 Section 8.11
	 	 Insurance
	  	 	76	 
	 Section 8.12
	 	 Corporate Existence and Maintenance of Properties
	  	 	77	 
	 Section 8.13
	 	 Non-circumvention
	  	 	78	 
	 Section 8.14
	 	 Change in Business; Change in Accounting; Centre of Main Interest; Elevate Credit Parent
	  	 	78	 
	 Section 8.15
	 	 U.S. Real Property Holding Corporation
	  	 	78	 
	 Section 8.16
	 	 Compliance with Laws
	  	 	79	 
	 Section 8.17
	 	 Additional Collateral
	  	 	79	 
	 Section 8.18
	 	 Audit Rights; Field Exams; Appraisals; Meetings; Books and Records
	  	 	79	 
	 Section 8.19
	 	 Additional Issuances of Debt Securities; Right of First Refusal on New Indebtedness
	  	 	80	 
	 Section 8.20
	 	 Post-Closing Obligations
	  	 	80	 
	 Section 8.21
	 	 Use of Proceeds
	  	 	81	 
	 Section 8.22
	 	 Fees, Costs and Expenses
	  	 	81	 
	 Section 8.23
	 	 Modification of Organizational Documents and Certain Documents
	  	 	82	 
	 Section 8.24
	 	 Joinder
	  	 	82	 
	 Section 8.25
	 	 Investments
	  	 	83	 
	 Section 8.26
	 	 Further Assurances
	  	 	83	 
	 Section 8.27
	 	 Pensions Schemes
	  	 	84	 
	 Section 8.28
	 	 Board Observation Rights
	  	 	84	 
	 Section 8.29
	 	 Reservation of Shares
	  	 	85	 
		
	 ARTICLE 9 CROSS GUARANTY
	  	 	85	 
	 Section 9.1
	 	 Cross-Guaranty
	  	 	85	 
	 Section 9.2
	 	 Waivers by Guarantors
	  	 	86	 
	 Section 9.3
	 	 Benefit of Guaranty
	  	 	86	 
	 Section 9.4
	 	 Waiver of Subrogation, Etc.
	  	 	86	 
	 Section 9.5
	 	 Election of Remedies
	  	 	87	 
	 Section 9.6
	 	 Limitation
	  	 	87	 
	 Section 9.7
	 	 Contribution with Respect to Guaranty Obligations
	  	 	87	 
	 Section 9.8
	 	 Liability Cumulative
	  	 	88	 
	 Section 9.9
	 	 Stay of Acceleration
	  	 	88	 
	 Section 9.10
	 	 Benefit to Credit Parties
	  	 	88	 
	 Section 9.11
	 	 Indemnity
	  	 	89	 
	 Section 9.12
	 	 Reinstatement
	  	 	89	 
	 Section 9.13
	 	 Guarantor Intent
	  	 	89	 
	 Section 9.14
	 	 General
	  	 	89	 
		
	 ARTICLE 10 RIGHTS UPON EVENT OF DEFAULT
	  	 	89	 
	 Section 10.1
	 	 Event of Default
	  	 	89	 
	 Section 10.2
	 	 Termination of Commitments and Acceleration Right
	  	 	93	 


  
 [****] = 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. 


  
 iii 









							
	 Section 10.3
	 	 Consultation Rights
	  	 	94	 
	 Section 10.4
	 	 Other Remedies
	  	 	94	 
	 Section 10.5
	 	 Application of Proceeds
	  	 	94	 
		
	 ARTICLE 11 BANKRUPTCY MATTERS
	  	 	95	 
		
	 ARTICLE 12 AGENCY PROVISIONS
	  	 	98	 
	 Section 12.1
	 	 Appointment
	  	 	98	 
	 Section 12.2
	 	 Binding Effect
	  	 	99	 
	 Section 12.3
	 	 Use of Discretion
	  	 	99	 
	 Section 12.4
	 	 Delegation of Duties
	  	 	100	 
	 Section 12.5
	 	 Exculpatory Provisions
	  	 	100	 
	 Section 12.6
	 	 Reliance by Agent
	  	 	100	 
	 Section 12.7
	 	 Notices of Default
	  	 	101	 
	 Section 12.8
	 	 Non Reliance on the Agent and Other Holders
	  	 	101	 
	 Section 12.9
	 	 Indemnification
	  	 	102	 
	 Section 12.10
	 	 The Agent in Its Individual Capacity
	  	 	102	 
	 Section 12.11
	 	 Resignation or Removal of the Agent; Successor Agent
	  	 	102	 
	 Section 12.12
	 	 Reimbursement by Holders and Lenders
	  	 	103	 
	 Section 12.13
	 	 Withholding
	  	 	103	 
	 Section 12.14
	 	 Release of Collateral or Guarantors
	  	 	104	 
		
	 ARTICLE 13 MISCELLANEOUS
	  	 	104	 
	 Section 13.1
	 	 Payment of Expenses
	  	 	104	 
	 Section 13.2
	 	 Governing Law; Jurisdiction; Jury Trial
	  	 	105	 
	 Section 13.3
	 	 Counterparts
	  	 	106	 
	 Section 13.4
	 	 Headings
	  	 	106	 
	 Section 13.5
	 	 Severability
	  	 	106	 
	 Section 13.6
	 	 Entire Agreement; Amendments
	  	 	106	 
	 Section 13.7
	 	 Notices
	  	 	108	 
	 Section 13.8
	 	 Successors and Assigns; Participants
	  	 	109	 
	 Section 13.9
	 	 No Third Party Beneficiaries
	  	 	111	 
	 Section 13.10
	 	 Survival
	  	 	111	 
	 Section 13.11
	 	 Further Assurances
	  	 	112	 
	 Section 13.12
	 	 Indemnification
	  	 	112	 
	 Section 13.13
	 	 No Strict Construction
	  	 	113	 
	 Section 13.14
	 	 Waiver
	  	 	113	 
	 Section 13.15
	 	 Payment Set Aside
	  	 	113	 
	 Section 13.16
	 	 Independent Nature of the Lenders’ and the Holders’ Obligations and Rights
	  	 	113	 
	 Section 13.17
	 	 Set-off; Sharing of Payments
	  	 	114	 
	 Section 13.18
	 	 Reserved
	  	 	114	 
	 Section 13.19
	 	 Reaffirmation
	  	 	114	 
	 Section 13.20
	 	 Release of Agent and Lenders
	  	 	115	 
	 Section 13.21
	 	 Buy-Out Option
	  	 	116	 
	 Section 13.22
	 	 Replacement of Lenders and Holders
	  	 	118	 


  
 [****] = 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. 


  
 iv 








 EXHIBITS 
  

			
	Exhibit A-1	  	Form of Senior Secured US Term Note
	Exhibit A-2	  	Form of Senior Secured UK Term Note
	Exhibit A-3	  	Form of Senior Secured US Last Out Term Note
	Exhibit A-4	  	Form of Senior Secured Fourth Tranche US Last Out Term Note
	Exhibit A-5	  	Form of Senior Secured US Convertible 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 Third Restatement Closing Documents

 SCHEDULES 
  

			
	Schedule 1.1	  	Calculation of Charge Off Rate
	Schedule 7.1	  	Subsidiaries
	Schedule 7.5	  	Consents
	Schedule 7.7	  	Equity Capitalization
	Schedule 7.8	  	Indebtedness and Other Contracts
	Schedule 7.12	  	Intellectual Property Rights
	Schedule 7.22	  	Conduct of Business; Regulatory Permits
	Schedule 7.27	  	ERISA and UK Pension Schemes
	Schedule 7.32	  	Transactions with Affiliates
	Schedule 7.40	  	Material Contracts
	Schedule 8.25	  	Existing Investments


  
 [****] = 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. 


  
 v 








 THIRD AMENDED AND RESTATED FINANCING AGREEMENT 

This THIRD 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 1, 2017 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term
Note Borrower”), as the US Term Note Borrower, 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”), Elevate Credit,
Inc., a Delaware corporation as the US Convertible Term Note Borrower (“Elevate Credit Parent” or the “US Convertible Term Note Borrower”; the US Term Note Borrower, the UK
Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), the 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 Second Amended and Restated Financing
Agreement dated as of June 30, 2016 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 “Second Amended and Restated Financing Agreement”) which amended and restated in its entirety, without constituting a novation,
that certain Amended and Restated Financing Agreement dated as of August 15, 2015 (as the same was amended, supplemented or otherwise modified from time to time and in effect immediately prior to the effectiveness of the Second Amended and
Restated Financing Agreement (the “Original Financing Agreement”) by and among the Borrowers, 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 Second
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 

  
 [****] = 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. 








 
amend and restate the Second 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 the US Term Note Borrower, the US Last Out Term Note Borrower or the US Convertible Term Note Borrower (including any guaranty of any Obligation of the US Term Note
Borrower, the US Last Out Term Note Borrower or the US Convertible 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 the US Term Note Borrower, the US Last Out Term Note Borrower or the US Convertible Term Note Borrower and (c) no assets of any UK Credit Party shall serve as collateral security for any
Obligations of the US Term Note Borrower, the US Last Out Term Note Borrower or the US Convertible Term Note Borrower (including any guaranty of any Obligations of the US Term Note Borrower, the US Last Out Term Note Borrower or the US Convertible
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 31st 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). 

  
 [****] = 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 








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

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

“Base Rate” means the London Interbank Offered Rate last quoted by Bloomberg for deposits of U.S. Dollars for a
period of three months on the last Business Day of each calendar month. If no such London Interbank Offered Rate exists, such rate will be the rate of interest per annum, as determined by the Agent at which deposits of U.S. Dollars in immediately
available funds are offered on the last Business Day of each calendar month by major financial institutions reasonably satisfactory to the Agent in the London interbank market for a period of three months for the applicable principal amount on such
date of determination. Notwithstanding the foregoing to the contrary, solely with respect to the US Term Notes, the Base Rate shall not be less than 1.00% per annum. 

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

“Book Value of Equity” means, as of any date of determination, total assets less intangible assets less
total liabilities, in each case, of the Credit Parties and their Subsidiaries. 
 “Borrower” and
“Borrowers” have the meanings set forth in the introductory paragraph hereto. 
 “Borrower
Representative” has the meaning set forth in Section 1.4. 
 “Borrowing Base” means, on any date of
determination, the sum of: 
 (a) the aggregate balance of the Current Consumer Loans on such date multiplied by the Maximum Loan to Value
Ratio (as set forth in the column labeled “Maximum Loan to Value Ratio” of the table set forth Section 8.1(a) of this Agreement) in effect as of such date in accordance with Section 8.1(a) of this Agreement, plus 

(b) one hundred percent (100%) of the balance of the unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds
and letters of credit posted 

  
 [****] = 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 








 
or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties on such date for which the Agent shall have a
first-priority perfected Lien. For purposes of clarification, unrestricted cash includes all cash of the Credit Parties that is being held by an ACH provider prior to remittance to a Credit Party. 

“Borrowing Base Certificate” means a borrowing base certificate signed by the chief financial officer of the
Borrower Representative (or other authorized executive officer performing a similar function), in substantially the form included in the Form of Notice of Borrowing attached hereto as Exhibit F. 

“Business Day” means any day other than Saturday or Sunday or any day that banks in Chicago, Illinois are required or
permitted to close. 
 “Capital Stock” means (1) in the case of a corporation, corporate stock; (2) in the
case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into, or exchangeable for, Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Cash Equivalent Investment” means, at any time, (a) any evidence of debt, maturing not more than one year
after such time, issued or guaranteed by the United States Government, the government of the United Kingdom or any respective agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand
notes, in each case rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s
Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by a commercial banking institution
that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000 or an Acceptable Bank, (d) any repurchase agreement entered into with any commercial banking institution
of the nature referred to in clause (c) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution or Acceptable Bank thereunder, (e) money market accounts or mutual funds which invest exclusively in
assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by Agent. 

“Change of Control” means, (a) with respect to any Credit Party or any Subsidiary of any Credit Party,
that such Person shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not such Person is the surviving corporation) another Person or (ii) sell, assign, transfer, lease,
license, convey or otherwise dispose of all or substantially all of the properties or assets of such Person to another Person; provided, the foregoing notwithstanding, any of the Elevate Credit Subsidiaries (other than the Borrowers) may
suspend its operations in any jurisdiction in which it operates and dissolve as a 

  
 [****] = 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 








 
result of a decision by the Credit Parties to exit one or more markets from time to time; (b) with respect to the Capital Stock of Elevate Credit Parent, the existing holders of the Capital
Stock of Elevate Credit Parent as of the Original Restatement Closing Date collectively shall cease to own, beneficially and of record, directly or indirectly, for any reason at least 51% of the aggregate ordinary voting power represented by issued
and outstanding Capital Stock of Elevate Credit Parent or, in any event, that number of shares of Capital Stock of Elevate Credit Parent representing voting control of Elevate Credit Parent, in each case under this clause (b), free and clear of all
Liens; (c) Elevate Credit Parent shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of the US Term Note Borrower, the UK Borrower or any of the Elevate Credit Subsidiaries, free and clear of all
Liens (other than Liens in favor of the Agent) or (d) a Flotation has occurred. 
 “Charge Off Rate”
means the rate expressed as a percentage, as of the last day of any calendar month, of the product of: 
 (a) the ratio of (i) the
outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due in the calendar month that was two full calendar months preceding the calendar month that
includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that do not have a principal payment that became past due as of the last day of the calendar month that was three full calendar months preceding the
calendar month that includes such date of determination; multiplied by 
 (b) the ratio of (i) the outstanding principal balance of
Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due in the calendar month that was one full calendar month preceding the calendar month that includes such date of determination less
recoveries received (payments collected on loans that were previously 61 or more days past due) during the current calendar month to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more
days past due but not greater than 30 days past due as of the last day of the calendar month that was two full calendar months preceding the calendar month that includes such date of determination; multiplied by 

(c) the ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became 61 or more days past
due but not greater than 90 days past due in the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not
greater than 60 days past due as of the last day of the calendar month that was one full calendar months preceding the calendar month that includes such date of determination. 

For purposes of clarification, an example of the calculation of the Charge Off Rate is set forth on Schedule 1.1. 

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

“Collateral” means the “Collateral” as defined in each of the US Security Agreement and the relevant UK Security
Documents. 

  
 [****] = 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 








 “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, the US Last Out Term Note Commitments, the Fourth Tranche US Last Out Term Note Commitments and the US Convertible 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 Credit Party agrees to make Consumer Loans from time to time. 

“Consumer Loans” means unsecured consumer loans made by the Credit Parties to individuals resident of the United
States of America and the United Kingdom in the ordinary course of business. 
 “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. 

“Convertible Note Holder” means any Holder holding any portion of the US Convertible Term Notes, solely in such
capacity. 
 “Conversion Shares” means those shares of Capital Stock of US Convertible Term Note Borrower into which
the outstanding principal amount of the US Convertible Term Notes, and any accrued and unpaid interest thereon, may be converted pursuant to the terms of the US Convertible Term Notes. 

“Convertible Securities” means the US Convertible Term Notes and, to the extent issued, the Conversion Shares 

“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 Borrower, 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. 

  
 [****] = 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 








 “Credit Exposure” means any period of time during which any Note or other
Obligation remains unpaid or outstanding; provided, that no Credit Exposure shall be deemed to exist solely due to the existence of either or both of the following (a) any contingent indemnification liability, absent the assertion of a
claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto or (b) any potential reinstatement of Obligations in connection with an event set forth in Sections 10.1(c) or 10.1(d), absent the existence of such
an event under Sections 10.1(c) or 10.1(d) and/or the actual reinstatement of Obligations in connection therewith. 
 “Credit
Party” means each Borrower and each Guarantor. 
 “CSO Loans” means installment loans originated by
independent third party lenders, whereby (a) the applicable Borrower acts as a credit services organization on behalf of consumers in accordance with applicable state laws and (b) in order to assist the customer in obtaining a loan under
such program, the applicable Borrower guarantees, on behalf of the customer, the customer’s payment obligations to the third party lender under the loan. 

“Current Consumer Loan” means, as of any date of determination, a Consumer Loan that is subject to a first
priority Lien in favor of Agent and which does not have a principal payment that is greater than sixty (60) days past due on such date. 

“Current Fourth Tranche US Last Out Term Note Interest Rate”
means 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. 

“Current UK Interest Rate” means a rate equal to the sum of (a) the Base Rate plus (b) sixteen
percent (16%) per annum. 
 “Current US Convertible Term Note Interest Rate”
means a rate equal to the greater of (a) ten percent (10%) per annum and (b) the sum of (i) the Base Rate (but not less than one percent (1%) per annum) plus (ii) nine percent (9%) per annum. 

“Current US Last Out Term Note Interest Rate” means a rate equal to the sum
of (a) the Base Rate plus (b) eighteen percent (18%) per annum. 
 “Current US Term Note
Interest Rate” means a rate equal to the sum of (a) the Base Rate plus (b)(i) eleven percent (11%) per annum in respect of up to $350,000,000 in aggregate principal amount of the US Term Notes that is outstanding from time to
time and (ii) ten percent (10%) per annum in respect of any amount in excess of $350,000,000 in aggregate principal amount of the US Term Notes that is outstanding from time to time; provided, the foregoing notwithstanding, the
“Current US Term Note Interest Rate” shall mean (x) the sum of (a) the Base Rate plus (b) eight percent (8%) per annum in respect of any principal amount of the US Term Notes that is
outstanding from time to time and that shall thereafter be designated to be a Reduced Risk Amount (but solely with respect to any such principal amount of the US Term Notes that shall thereafter be designated, on a pro rata basis with respect to the
outstanding US 

  
 [****] = 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 








 
Term Notes, to be a Reduced Risk Amount and solely with respect to the period in which such principal amount continues to constitute a Reduced Risk Amount) and (y) zero percent (0%) per
annum in respect of any principal amount of the US Term Notes that is outstanding from time to time and that shall thereafter be designated to be a State Force Majeure Paydown Amount (but solely with respect to any principal amount of the US Term
Notes that is outstanding from time to time and that shall thereafter be designated to be a State Force Majeure Paydown Amount and solely with respect to the period commencing on the date that such principal amount of the US Term Notes shall be
designated a State Force Majeure Paydown Amount and continuing until the date that is the ninetieth (90th) day following such date). 

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

“Customer Information” means nonpublic information relating to borrowers or applicants of Consumer Loans, including
without limitation, names, addresses, telephone numbers, e-mail addresses, credit information, account numbers, social security numbers, loan balances or other loan information, and lists derived therefrom and
any other information required to be kept confidential by the Requirements. 
 “Debenture” that certain Debenture dated on
or about the Original Restatement Closing Date made by and between the UK Borrower, the other UK Credit Parties and the Agent, on behalf of the Holders and Lenders, as the same may be amended, restated, supplemented or otherwise modified from time
to time. 
 “Debt-to-Equity Ratio”
means, (a) with respect to Elevate Credit, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of Elevate Credit and its Subsidiaries (including the Obligations), determined in
accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to Elevate Credit by its stockholders as of such time reduced by (B) the aggregate amount of cash distributions made by
Elevate Credit to any of its stockholders, as of such time, and (b) with respect to a Borrower, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of such Borrower (including the
Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to such Borrower by Elevate Credit Parent as of such time reduced by (B) the aggregate amount
of cash distributions made by such Borrower to any of its members (including, without limitation, Elevate Credit Parent) as of such time. 

“Default Rate” means a rate equal to the Current UK Interest Rate, the Current US Term Note Interest Rate, the Current
US Last Out Term Note Interest Rate, the Current Fourth Tranche US Last Out Term Note Interest Rate and/or the Current US Convertible 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, 

  
 [****] = 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. 


  
 8 








 (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). 

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

“Dollar Equivalent” means, with respect to any amount denominated in Dollars, such amount of Dollars, and with respect
to any amount denominated in a currency other than Dollars, the amount of Dollars, as of any date of determination, into which such other currency can be converted in accordance with prevailing exchange rates, as determined by Agent in accordance
with Section 1.6 hereof. 
 “Domestic Credit Party” means a Credit Party that is incorporated or
otherwise organized under the laws of a state of the United States. 
 “Elevate Credit” has the meaning set forth in
the introductory paragraph hereto. 
 “Elevate Credit Parent” has the meaning set forth in the introductory
paragraph hereto. 
 “Elevate Credit Subsidiaries means each of (a) the Subsidiaries of Elevate Credit Parent
(other than the Borrowers) listed on the signature pages hereto as an “Elevate Credit Subsidiary;” and (b) each other Subsidiary (other than the Borrowers) formed or acquired by Elevate Credit from time to time after the Original
Closing Date. 
 “Employee Benefit Plan” means any “employee benefit plan” as defined in
Section 3(3) of ERISA (a) which is or was sponsored, maintained or contributed to by, or required to be contributed to by, any Credit Party, any Subsidiary of any Credit Party or any of their ERISA Affiliates, or (b) with respect to
which, any Credit Party or any Subsidiary of any Credit Party may have liability (contingent or otherwise). 

  
 [****] = 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. 


  
 9 








 “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 

  
 [****] = 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. 


  
 10 








 
Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under
Section 4041A or 4042 of ERISA; (h) the occurrence of an act or omission which reasonably might be expected to give rise to the imposition on any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA
Affiliates of fines, penalties, taxes or related charges under Sections 4975 or 4971 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of
a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against any of the Credit Parties, any of their respective Subsidiaries or any of their respective
ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (k) the imposition of a Lien pursuant to
Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan. 
 “Event of
Default” has the meaning set forth in Section 10.1. 
 “Event of Default Commitment
Suspension or Termination Notice” has the meaning set forth in Section 10.2(a). 
 “Event
of Default Notice” has the meaning set forth in Section 10.2(a). 
 “Event of Default
Redemption” has the meaning set forth in Section 10.2(a). 
 “Event of Default Redemption
Notice” has the meaning set forth in Section 10.2(a). 
 “Event of Loss” means any Destruction
to, or any Taking of, any asset or property of any Credit Party or any of their Subsidiaries. 
 “Excess Cash” means
the aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the US Term Note Borrower shall be deemed to be “restricted”) cash and Cash Equivalent
Investments of the US Term Note Borrower in excess of $10,000,000 with respect to which Agent shall have a perfected Lien as of such date of determination. 

“Excluded Taxes” means, in respect of the Agent or any Holder or Lender, as applicable, (a) income taxes imposed
on the net income of such Person, (b) franchise taxes imposed on the net income of such Person, in each case by the jurisdiction under the laws of which such Person is organized or qualified to do business or a jurisdiction or any political
subdivision thereof in which such Person engages in business activity, other than activity or connection arising from such Person having executed, delivered, become a party to, enjoyed or exercised its rights under, performed its obligations under,
received payments under, received or perfected a security interest under, or engaged in any other transaction contemplated under this Agreement or any Transaction Document, or sold or assigned any interest in any Note or any of the other Transaction
Documents. 

  
 [****] = 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. 


  
 11 








 “Exit Premium” means the premium of $5,000,000 to be paid in connection
with the repayment of the US Convertible Term Notes in the event the US Convertible Term Notes shall not have been converted into Conversion Shares prior to any such repayment. 

“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 Current Consumer Loans and that have been settled or charged off) and
(d) any purchase price adjustment received in connection with any Acquisition. 
 “Family Group” means a
Person’s spouse and descendants (whether natural or adopted), any trust solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“FCA” means the Financial Conduct Authority acting in accordance with Part 6 of the Financial Services and Markets Act 2000.

 “Federal or Multi-State Force Majeure Affected Amount” means, as of any date
of determination, an amount equal to the aggregate outstanding principal amount of the US Term Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which
the proceeds thereof were used to originate Consumer Loans 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 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, 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, 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. 

  
 [****] = 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. 


  
 12 








 “Fifth Amendment” means that certain Fifth Amendment to Financing
Agreement dated as of the Fifth Amendment Effective Date by and among Elevate Credit, the Subsidiaries of Elevate Credit party thereto, Agent and the Lenders party thereto. 

“Fifth Amendment Effective Date” means February 11, 2016. 

“First Out Committed Buy-Out Notice” has the meaning set
forth in Section 13.21(a). 
 “First Out Note Holder” means any Holder holding any portion of the
First Out Notes, solely in such capacity. 
 “First Out Notes” has the meaning set forth in Section 2.1(b).

 “First Out Purchase Price” has the meaning set forth in Section 13.21(b). 

“First Payment Default Rate” means, as of the last day of any calendar month, the ratio, expressed as a
percentage, of the outstanding principal balance of Consumer Loans that (i) have their first principal payment become one or more days past due but not greater than 30 days past due in the calendar month that includes such date of determination
to (ii) do not have their first principal payment become past due in the calendar month that includes such date of determination. 

“First Tier Foreign Subsidiary” means a Foreign Subsidiary more than fifty percent (50%) of the voting
Equity Interests of which are held directly by a Credit Party or indirectly by a Credit Party through one or more Subsidiaries that are incorporated or otherwise organized under the laws of a state of the United States of America. 

“First Tranche US Last Out Term Notes” has the meaning set forth in Section 2.1(c).

 “First Tranche US Last Out Term Note Commitment” has the meaning set
forth in Section 2.1(c). 
 “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. 

  
 [****] = 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. 


  
 13 








 “Foreign Lender” means in the case of the US Term Note Borrower, the US
Convertible Term Note Borrower and the US Last Out Term Note Borrower, a Lender or a Holder that is not a US Person. 
 “Foreign
Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not incorporated or otherwise organized under the laws of a state of the United States of America. 

“Fourth Tranche US Last Out Term Note Commitment” has the meaning set forth
in Section 2.1(d). 
 “Fourth Tranche US Last Out Term Note Maturity
Extension” has the meaning set forth in Section 2.11. 
 “Fourth Tranche US Last
Out Term Notes” has the meaning set forth in Section 2.1(d). 
 “GAAP” means United States
generally accepted accounting principles, consistently applied; provided, that solely for the purposes of the consolidating financial statements of the United Kingdom operations required to be delivered pursuant to Sections 8.2(a) and
(b) of this Agreement, “GAAP” shall mean the International Financial Reporting Standards, as adopted by the European Union generally from time to time, consistently applied. 

“Governmental Authority” means the government of the United States of America, any other nation or any political
subdivision of any of the foregoing, whether federal, state or local, and any agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 
 “Guarantor” means (i) Elevate Credit Parent
(including in respect of the Obligations of the UK Borrower, the US Term Note Borrower and the US Last Out Term Note Borrower)), (ii) each of the Elevate Credit Subsidiaries, (iii) the US Term Note Borrower in respect of the Obligations of the
UK 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. 

  
 [****] = 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. 


  
 14 








 “Holdout Buy-Out” has the meaning
set forth in Section 13.21(a). 
 “Holdout Last Out Note Holder” has the meaning set forth in
Section 13.21(a). 
 “Increased Maximum US Term Note Commitment” means the aggregate
principal amount by which the Maximum US Term Note Commitment exceeds the “Maximum US Term Note Commitment” as such term is defined under the Second Amended and Restated Financing Agreement. 

“Increased US Term Note Commitment” means, (a) with respect to a Lender that is a Lender on
the Third Restatement Closing Date, the amount, if any, of such Lender’s US Term Note Commitment included in the Increased Maximum US Term Note Commitment and (b) with respect to a Lender (including a new Lender) that acquires a US Term
Note Commitment after the Third Restatement Closing Date (including, for the avoidance of doubt, pursuant to an assignment from a Defaulting US Term Note Lender in accordance with Section 2.1(a)), the portion of such Lender’s US Term Note
Commitment attributable to the portion of the “Increased US Term Note Commitment” of the applicable Lender (if any) from which such US Term Note Commitment was acquired plus, to the extent applicable, any other Increased US Term Note
Commitment of such assignee Lender. For the avoidance of doubt, on the Third Restatement Closing Date, the aggregate principal amount by which Maximum US Term Note Commitment exceeds the “Maximum US Term Note Commitment” as such term is
defined under the Second Amended and Restated Financing Agreement is $100,000,000. 
 “Indebtedness” of any Person means,
without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with GAAP) (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations
evidenced by notes, bonds, notes or similar instruments whether convertible or not, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under
such agreement in the event of default are limited to repossession or sale of such property), (vi) all indebtedness referred to in clauses (i) through (v) above secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of such indebtedness, (vii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through
(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 

  
 [****] = 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. 


  
 15 








 
or not such Indebtedness is assumed by any Credit Party or any of such Subsidiaries), and (b) to the extent not otherwise included, the guarantee by any Credit Party or any of their
Subsidiaries of any Indebtedness of any other Person. 
 “Insolvency Proceeding” means any corporate action, legal
proceeding or other procedure or formal step taken in relation to (a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of
voluntary arrangement, scheme of arrangement or otherwise (other than for the purpose of a reconstruction or amalgamation the terms of which have been approved by the Agent)) of Elevate Credit Parent or any of its Subsidiaries; (b) a
composition, compromise, assignment or arrangement with any creditor of Elevate Credit Parent or any of its Subsidiaries; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar
officer in respect of Elevate Credit Parent or any of its Subsidiaries or any of their respective assets; or (d) enforcement of any security over any assets of Elevate Credit Parent or any of its Subsidiaries, in each case, or any analogous
procedure or formal step taken in any jurisdiction. 
 “Insolvent” means, with respect to any Person, (a) the present
fair saleable value in a non-liquidation context of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness as applicable, or the fair value of the assets of
such Person is less than its total liabilities (taking into account contingent and prospective liabilities), (b) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities fall due or
become absolute and matured, (c) such Person incurs debts that would be beyond its ability to pay as such debts mature, (d) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted, (e) such Person is deemed to, or is declared to, be unable to pay its debts under applicable law, (f) such Person suspends or threatens in writing to suspend making payments on any
of its debts, or (g) a moratorium is declared in respect of any Indebtedness of such Person. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability. If a moratorium occurs, the ending of the moratorium will not remedy any Event of
Default caused by that moratorium. 
 “Intellectual Property Rights” has the meaning provided in
Section 7.12. 
 “Intellectual Property Security Agreements” means each trademark security
agreement, each patent security agreement and each copyright security agreement, each in form and substance reasonably acceptable to the Agent, entered into from time to time by and among the applicable Credit Party or the applicable Guarantor and
the Agent. 
 “Interagency Guidelines” means the Interagency Guidelines Establishing Information Security
Guidelines, as set forth in Appendix B to 12 C.F.R. Part 30. 
 “Intercompany Subordination Agreement” means
that certain Subordination Agreement dated on or about the Original Restatement Closing Date by and among Agent, the “Subordinated Creditors” (as defined therein) and the “Subordinated Debtors” (as defined therein), as the same
may be amended, restated, supplemented or otherwise modified from time to time. 

  
 [****] = 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. 


  
 16 








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

“Inventory” has the meaning provided in the UCC. 

“Investment” means, with respect to any Person, any investment in another Person, whether by acquisition of any debt security
or Equity Interest, by making any loan or advance, by becoming contingently liable in respect of obligations of such other Person or by making an Acquisition. 

“IRS” means the Internal Revenue Service of the United States and any successor thereto. 

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

“Judgment Currency” has the meaning set forth in Section 1.7. 

“Last Out Note Holder” means any Holder holding any portion of the US Last Out Term Notes and/or 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. 

  
 [****] = 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. 


  
 17 








 “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. 

“Liquidity Event” has the meaning given such term in the US Convertible Term Notes. 

“Loan to Value Ratio” means, as of any date of determination, the ratio of (a) the outstanding
principal balance of the First Out Notes to (b) the sum of (i) the aggregate outstanding principal amount of Current Consumer Loans and (ii) the aggregate unrestricted (it being agreed and acknowledged that cash collateral securing
surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien, in each
case, as of such date of determination. 
 “LTV Covenant Cure Amount” has the meaning provided in
Section 8.1(a). 
 “LTV Covenant Cure Obligation” has the meaning provided in Section 8.1(a). 

“LTV Covenant Default” has the meaning provided in Section 8.1(a). 

“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations,
the Collateral, results of operations, or condition (financial or otherwise) or prospects of the Credit Parties and their Subsidiaries, taken as whole, or on the transactions contemplated hereby or by the other Transaction Documents, or 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 (a) each Consumer Loan Agreement and (b) any contract or other arrangement to
which any Credit Party or any of its Subsidiaries is a party (other than the Transaction Documents) for which breach, nonperformance, cancellation, termination or failure to renew could reasonably be expected to have a Material Adverse Effect. 

“Maturity Date” means the earlier of (a) (i) solely with respect to the US Term Notes, February 1, 2021;
provided, that notwithstanding the foregoing to the contrary, the “Maturity Date” shall be deemed to be “August 13, 2018” solely for purposes of any US Term Notes held by VPC Investor Fund A, L.P.; provided, further, that
notwithstanding the immediately preceding proviso to the contrary, in the event the Agent is able to (it being agreed that Agent shall have no obligation to) syndicate the US Term Notes held by VPC Investor Fund A, L.P. to one or more third-party
lenders or holders, or arrange for one or more third party lenders or holders to acquire such US Term Notes, as the case may be, on or prior to August 13, 2018, the Maturity Date for such US Term Notes as issued to and held by such third-party
lenders and/or 

  
 [****] = 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. 


  
 18 








 
holders shall be automatically extended to have the same “Maturity Date” as the other US Term Notes (i.e. February 1, 2021) and such third-party lenders and/or holders by their
acquisition and acceptance of such US Term Notes from VPC Investor Fund A, L.P. shall be deemed to have consented to such extension and (ii) solely with respect to the other Notes, January 30, 2018; 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 $495,000,000, comprising (a) a “Maximum UK Commitment”
of $50,000,000, (b) a “Maximum US Term Note Commitment” of $350,000,000, (c) a “Maximum US Last Out Term Note Commitment” of $45,000,000, (d) a
“Maximum US Convertible Term Note Commitment” of $25,000,000 and (e) a “Maximum Fourth Tranche US Last Out Term Note
Commitment” of $25,000,000. 
 “Maximum First Out Note Balance” means, from time to
time, the lesser of (a) the Borrowing Base (as calculated pursuant to the most recent Borrowing Base Certificate) then in effect or (b) $400,000,000. 

“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, each US Last Out Term Note, each Fourth Tranche US Last Out Term Note and each US Convertible Term Note and shall include each such US Term Note, UK Term Note, US Last Out Term Note, Fourth Tranche US Last Out Term Note or US
Convertible Term Note delivered pursuant to any provision of this Agreement and each such US Term Note, UK Term Note, US Last Out Term Note, Fourth Tranche US Last Out Term Note or US Convertible Term Note delivered in substitution or exchange for,
or otherwise in respect of, any other Note pursuant to any such provision. 
 “Notice of Borrowing” means a
notice given by the Borrower Representative to the Agent pursuant to Section 2.1, in substantially the form of Exhibit F hereto. 

“Obligations” means any and all obligations, liabilities and indebtedness, including without limitation, principal, interest
(including, but not limited to, interest calculated at the Default Rate and post-petition interest in any proceeding under any Bankruptcy Law), Late Charges, Monthly Maintenance Fees, Unused US Term Note Commitment Fees, Prepayment


  
 [****] = 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. 


  
 19 








 
Premium, Yield Maintenance Premium, Exit Premium and other fees, costs, expenses and other charges and other obligations arising under the Transaction Documents, of the Credit Parties to the
Agent, the Holders and the Lenders or to any parent, affiliate or subsidiary of the Agent, such Holders or such Lenders of any and every kind and nature, howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or
hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including, without limitation, obligations of performance), whether several, joint or joint and several, and
whether arising or existing under written or oral agreement or by operation of law. 
 “Original Closing
Date” means January 30, 2014. 
 “Original Financing Agreement” has the meaning set forth in
the Recitals. 
 “Original Jurisdiction” means, in relation to a Credit Party, the jurisdiction under whose laws
that Credit Party is incorporated as of the Original Closing Date or, in the case of a New Guarantor, as of the date on which such New Guarantor becomes party to this Agreement as a New Guarantor. 

“Original Restatement Closing Date” means August 15, 2014. 

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

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

“Participant Register” has the meaning set forth in Section 13.9. 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto. 

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Sections 412 and
430 of the Code or Section 302 of ERISA. 
 “Permitted Dispositions” means (i) sales of Inventory in the
ordinary course of business, (ii) disposals of obsolete, worn out or surplus equipment in the ordinary course of business, (iii) the granting of Permitted Liens, (iv) the licensing of patents, trademarks, copyrights and other
Intellectual Property Rights in the ordinary course of business consistent with past practice, (v) [reserved], (vi) collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Current
Consumer Loans and that have been settled or charged off, and (vii) reasonable expenditures of cash in the ordinary course of business or as otherwise approved by the board of directors (or similar governing body) of the applicable Credit
Party. 
 “Permitted Draw Date” means any one Business Day of each calendar month during the term of this
Agreement. 
 “Permitted Indebtedness” means (i) Reserved, (ii) Indebtedness of any (A) Domestic
Subsidiary Credit Party (other than the US Term Note Borrower) to Elevate Credit Parent or any other Domestic Subsidiary Credit Party (other than the US Term Note Borrower) and (B) 

  
 [****] = 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. 


  
 20 








 
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 the US Term Note Borrower) of any Indebtedness of Elevate Credit Parent with respect, in each case, to
Indebtedness otherwise permitted to be incurred pursuant to this definition, (vii) Indebtedness which is secured by Liens permitted under clause (xii) of the definition of “Permitted Liens”, (viii) Indebtedness of any subsidiary
Credit Party with respect to capital leases; provided, the principal amount of such Indebtedness shall not exceed at any time $5,000,000 for such subsidiary Credit Parties, (ix) purchase money Indebtedness of any subsidiary Credit
Parties; provided, (A) any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (B) the aggregate amount of all such Indebtedness shall not exceed at any time
$2,500,000 in the aggregate for such subsidiary Credit Parties, (x) other unsecured Indebtedness of any subsidiary Credit Party, which is subordinated to the Obligations on terms acceptable to Agent in its sole discretion in an aggregate amount
not to exceed at any time $25,000,000, excluding any CSO Loans, (xi) guaranties by the Credit Parties in favor of the Agent, for the benefit of the Lenders and the Holders, hereunder and under the other Transaction Documents, (xii)
Reserved; and (xiii) guaranties by Elevate Credit Parent of the obligations of any Domestic Credit Party to a lender in respect of any CSO Loans; provided, that no Indebtedness otherwise permitted by clauses (x) or (xi) shall
be assumed, created, or otherwise refinanced if an Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred or would result therefrom. 

“Permitted Liens” means (i) Liens in favor of the Agent, for the benefit of the Lenders and the Holders,
(ii) Liens for taxes if obligations with respect to such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as such reserves or other appropriate provisions, if any, as shall
be required by GAAP shall have been made for any such contested amounts, (iii) statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law
(other than any such Lien imposed pursuant to §§401 (a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (A) for amounts not yet overdue, or (B) for amounts that are overdue and
that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made for any such contested amounts, (iv) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance
of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other
Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof, (v) easements, rights of way, restrictions, encroachments, and other minor defects or
irregularities in 

  
 [****] = 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. 


  
 21 








 
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 (other than US Convertible Term 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
(other than US Convertible Term 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. 

“Prepayment Premium” means the premium to be paid in connection with certain prepayments of the Notes (other than US
Convertible Term Notes which, for purposes of clarification, may not be prepaid prior to the Maturity Date in respect thereof, but shall be subject to the Exit Premium) 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)). Other than in respect of the US Term Notes and Fourth Tranche US Last Out Term 

  
 [****] = 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. 


  
 22 








 
Notes (for which such prepayment premiums are set forth below) and the US Convertible Term Notes (which, for purposes of clarification, may not be prepaid prior to the Maturity Date in respect
thereof), such prepayment premium shall be equal to, with respect to such prepayment to be made or made during any period set forth in the table below, the percentage set forth beside such period in such table of the aggregate principal amount of
such Notes then prepaid or required to be prepaid: 
 Prepayment Premium Table for all Notes (other than US Term Notes and Fourth Tranche
US Last Out Term Notes) 
  

					
	 Period
	  	Prepayment Premium	 
	 After June 30, 2015 through and including December 31, 2016
	  	 	1.0	% 
	 Thereafter
	  	 	None	 

 Solely in respect of the US Term Notes, such prepayment premium shall be equal to, with respect to such prepayment to be made
or made during any period set forth in the table below, the percentage set forth beside such period in such table of the aggregate principal amount of such Notes then prepaid or required to be prepaid (for the avoidance of doubt, it is agreed and
understood that no prepayment premium shall be required with respect to the repayment in full of the US Term Notes held by VPC Investor Fund A, L.P. on the applicable Maturity Date therefor pursuant to, and in accordance with, the first proviso to
clause (a)(i) of the definition of Maturity Date): 
 Prepayment Premium Table for all US Term Notes 

 

					
	 Period
	  	Prepayment Premium	 
	 After Third Restatement Closing Date through and including February 1, 2018
	  	 	10.0	% 
	 After February 1, 2018 through and including February 1, 2019
	  	 	5.0	% 
	 After February 1, 2019 through and including February 1, 2020
	  	 	3.0	% 
	 Thereafter
	  	 	1.0	% 

 Solely in respect of the Fourth Tranche US Last Out Term Notes, such prepayment premium shall be equal to the Yield
Maintenance Premium; provided, that solely in the event that the Agent has exercised the Fourth Tranche US Last Out Term Note Maturity Extension in accordance with Section 2.11 hereof, such prepayment premium in respect of the Fourth
Tranche 

  
 [****] = 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. 


  
 23 








 
US Last Out Term Notes shall thereafter 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 July 31, 2018
	  	 	5.0	% 
	 After July 31, 2018 through and including January 31, 2019
	  	 	3.0	% 
	 February 1, 2019 through and including July 31, 2019
	  	 	1.0	% 
	 Thereafter
	  	 	None	 

 “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 the Credit Parties for the administration
of the Program, as amended, modified or supplemented from time to time by the Credit Parties with the prior written consent of the Agent. 

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, including, without limitation, Capital Stock. 
 “Public Offering” means a public offering
of Capital Stock pursuant to a registration statement filed with the Securities and Exchange Commission or any successor or similar Governmental Authority. 

“Qualified Equity Financing” has the meaning given such term in the US Convertible Term Notes. 

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

“Quoted Eurobond Listing” means the listing of the UK Term Notes on a recognized stock exchange as defined by
the Income Tax Act 2007. 
 “Reduced Risk Amount” means, as of any date of determination, an amount of Excess
Cash (which shall be in increments of not less than $1,000,000) designated in writing by the Borrower Representative to the Agent from time to time, but no more frequently than once per calendar month, that has been deposited into and is thereafter
maintained in a segregated Blocked Account. 

  
 [****] = 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. 


  
 24 








 “Register” has the meaning set forth in Section 2.8. 

“Related Parties” of any Person means such Person’s Affiliates or any of its respective partners, directors,
agents, employees and controlling persons. 
 “Released Parties” has the meaning set forth in Section 13.20.

 “Releasing Parties” has the meaning set forth in Section 13.20. 

“Relevant Jurisdiction” means, in relation to a Credit Party, (a) its Original Jurisdiction; (b) any
jurisdiction where any asset subject to or intended to be subject to the Collateral to be created by it is situated; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of
the Security Documents entered into by it. 
 “Required Lenders” means at any time (a) the Lenders then holding
more than fifty percent (50%) of the aggregate Commitments then in effect plus the aggregate unpaid principal balance of the Notes then outstanding, or (b) if the Commitments have been terminated, the Holders of Notes then holding more than
fifty percent (50%) of the aggregate unpaid principal balance of the Notes then outstanding. 
 “Required US Term
Note Lenders” means at any time (a) the Lenders then holding more than fifty percent (50%) of the aggregate US Term Note Commitments then in effect plus the aggregate unpaid principal balance of the US Term Notes then
outstanding, or (b) if the US Term Note Commitments have been terminated, the Holders of US Term Notes then holding more than fifty percent (50%) of the aggregate unpaid principal balance of the US Term Notes then outstanding. 

“Requirements” means all applicable federal, state and foreign laws and regulations related, directly or indirectly, to the
following: credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and regulations and industry guidance and requirements (including, but not limited to, guidance issued by the Payment Card
Industry); the USA Patriot Act; the Office of Foreign Asset Controls’ rules and regulations; the Interagency Guidelines; debt collection and debt collection practices laws and regulations applicable to the Credit Parties or the Program; the
federal Truth in Lending Act; the federal Electronic Funds Transfer Act; the federal Equal Credit Opportunity Act; the federal Gramm-Leach-Bliley Act; the federal Fair Debt Collection Practices Act; the Bribery Act 2010; and the Data Protection Act
1998. It is hereby acknowledged and agreed by the Credit Parties that “Requirements” shall include, without limitation, (a) the proposed rule captioned 12 CFR Part 1041, Docket No. CFPB-2016-0025, RIN 3170–AA40 released by
the Consumer Financial Protection Bureau on June 2, 2016, regardless of whether such rule shall become Law, but as such rule may be amended, supplemented or otherwise modified from time to time, and (b) any other proposed rules or
guidelines presented by the Consumer Financial Protection Bureau or any other Governmental Authority from time to time relating to credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and


  
 [****] = 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. 


  
 25 








 
regulations and industry guidance and requirements, in each case, regardless of whether such rules or guidelines shall become Law, but as such rule and guidelines may be amended, supplemented or
otherwise modified from time to time. 
 “ROFR Notice” has the meaning set forth in Section 8.19. 

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

“Second Amended and Restated Financing Agreement” has the meaning set forth in the
Recitals. 
 “Second Amendment” means that certain Second Amendment to Financing Agreement dated as of the Second
Amendment Effective Date by and among Elevate Credit, the Subsidiaries of Elevate Credit party thereto, Agent and the Lenders party thereto. 

“Second Amendment Effective Date” means May 20, 2015. 

“Second Restatement Closing Date” means June 30, 2016. 

“Second Tranche US Last Out Term Notes” has the meaning set forth in Section
2.1(c). 
 “Second Tranche US Last Out Term Note Commitment” has the
meaning set forth in Section 2.1(c). 
 “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. 

  
 [****] = 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. 


  
 26 








 “State Force Majeure Event” means any regulatory event or
regulatory change in any state in which the Credit Parties originate Consumer Loans that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans in such state pursuant to the Program or another
program of a type similar to the Program. 
 “State Force Majeure Paydown Amount” means, as of
any date of determination, an amount designated in writing by the Borrower Representative to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the US Term Notes on such date multiplied by
a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans that remain outstanding on such date to borrowers residing in
state(s) affected by a State Force Majeure Event (which amount with respect to each such Consumer Loan shall not exceed the outstanding principal amount of such Consumer Loan on such date) and the denominator of which shall be equal to the aggregate
outstanding principal amount of the US Term Notes on such date. 
 “Subsidiaries” has the meaning set forth in
Section 7.1. 
 “Taking” means any taking of any property of any Credit Party or any of their Subsidiaries or any
portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use of such assets or any portion thereof, by any Governmental Authority, civil or
military (i) in excess of $250,000 in the aggregate for any Fiscal Year or (ii) that results, either individually or in the aggregate, in a Material Adverse Effect. 

“Taxes” means any and all current or future (a) foreign, federal, state or local income, gross receipts, franchise,
estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, parking, unclaimed property/escheatment, natural resources, severance, stamp, occupation, occupancy, ad
valorem, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax of any kind whatsoever,
(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 Restatement Closing” has the meaning set forth in Section 3.1. 

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

“Third Tranche US Last Out Term Notes” has the meaning set forth in Section 2.1(c).

 “Third Tranche US Last Out Term Note Commitment” has the meaning set
forth in Section 2.1(c). 

  
 [****] = 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. 


  
 27 








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

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

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

“UK Credit Party” means the UK Borrower and each other Credit Party organized under the laws of the United
Kingdom. 
 “UK Force Majeure Event” means any regulatory event or regulatory change in the United
Kingdom that would prohibit or make it illegal for the UK Borrower to continue to originate or collect Consumer Loans in the United Kingdom pursuant to the Program or another program of a type similar to the Program. 

“UK Force Majeure Paydown Amount” means, as of any date of determination, an amount designated in
writing by the Borrower Representative to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the UK Term Notes on such date. 

“UK Security Documents” means, collectively, the Debenture, the Share Charges, the Security Assignment and the
Intercompany Subordination Agreement. 
 “UK Tax Deduction” has the meaning set forth in Section 2.6(a). 

“UK Term Note Commitment” has the meaning set forth in Section 2.1(b). 

“UK Term Notes” has the meaning set forth in Section 2.1(b). 

“Unused US Term Note Commitment Fee” has the meaning set forth in Section 2.10. 

“US Convertible Term Note Borrower” has the meaning set forth in the introductory paragraph
hereto. 
 “US Convertible Term Note Commitment” has the meaning set forth in Section 2.1(e).

 “US Convertible Term Notes” has the meaning set forth in Section 2.1(e). 

“US Credit Party” means the US Term Note Borrower, the US Last Out Term Note Borrower, the US Convertible 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 Note Commitment” has the meaning set forth in Section
2.1(c). 

  
 [****] = 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. 


  
 28 








 “US Last Out Term Notes” has the meaning set forth
in Section 2.1(c). 
 “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 Pledge and Security
Agreement dated as of the Original 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 Borrower” has the meaning set forth in the introductory paragraph hereto. 

“US Term Note Commitment” has the meaning set forth in Section 2.1(a). 

“US Term Notes” has the meaning set forth in Section 2.1(a). 

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

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

“Yield Maintenance Premium” shall be an amount, calculated immediately prior to the applicable redemption or
prepayment of the Fourth Tranche US Last Out Term Notes, equal to the sum of all scheduled interest (determined with reference to the interest rate then in effect) in respect of the unredeemed Fourth Tranche US Last Out Term Notes immediately prior
to the applicable redemption or prepayment for the period from the date of such redemption to the date set forth in clause (a)(ii) of the definition of the Maturity Date. The foregoing amount shall be calculated by Agent and shall be conclusive and
binding on US Last Out Term Note Borrower (absent manifest error). 
 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 

  
 [****] = 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. 


  
 29 








 
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. 

  
 [****] = 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. 


  
 30 








 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 Last Out Term Notes; Senior Secured Fourth Tranche US
Last Out Term Notes; Senior Secured Convertible Term Notes.  
 (a) (i) The US Term Note Borrower previously
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 

  
 [****] = 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. 


  
 31 








 
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) the US Term Note
Borrower has authorized the issuance to the applicable Lenders on the Third Restatement Closing Date additional senior secured term notes in an aggregate principal amount equal to the Maximum US Term Note Commitment minus the aggregate original
principal amount of the Existing US Term Notes, to be dated the date of issue thereof, to mature on the Maturity Date, to bear interest as provided in Section 2.2 below and in the form of Exhibit
A-1 hereto (the senior secured term notes described in the foregoing clauses (i) and (ii) collectively, the “US Term Notes”). The commitment of each Lender to fund its
pro rata share of draws under the US Term Notes as of the Third 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 Borrower shall repay 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 the US Term Note Borrower by the Lenders under the Original Financing Agreement or the Second 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. The US Term Note Borrower acknowledges and agrees that, as of the Third
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 $222,000,000. The 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 Third 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 Third Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance of the US Term Notes from and after the Third Restatement Closing Date, without constituting a novation. Future draws
under the US Term Notes shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2
below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the US Term Notes, the
aggregate principal amount of all (i) US Term Notes shall not exceed the Maximum US Term Note Commitment and (ii) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a
Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the US Term Note
Borrower desires to make a draw under the US Term Notes in an amount of $10,000,000 or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the US Term Note
Borrower desires 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 

  
 [****] = 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. 


  
 32 








 
the US Term Note 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 the amount of the proposed draw (which shall be in increments of not less than $100,000) under the US Term Notes, (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 Borrower shall not be entitled to specify more than, two (2) Permitted Draw Dates. 

(b) UK Term Notes. The UK Borrower previously authorized and issued to the Lenders on the Original Restatement Closing
Date senior secured term notes in the aggregate principal amount of the Maximum UK 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-2 to the Original Financing Agreement and Exhibit A-2 hereto (the “UK Term Notes” and collectively with the US
Term Notes, the “First Out Notes”). The commitment of each Lender to fund its pro rata share of draws under the UK Term Notes as of the Third Restatement Closing Date is set forth opposite such Lender’s name in
column three (3) of Section 2 (UK 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


  
 [****] = 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. 


  
 33 








 
to herein as such Lender’s “UK Term Note Commitment”). 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. A portion of the Maximum UK Term Note Commitment under the UK Term Notes was previously advanced to the UK
Borrower by the Lenders under the Original Financing Agreement or Second Amended and Restated Financing Agreement, as applicable, as is set forth opposite such Lender’s name in column four (4) of Section 2 (UK Term
Notes) of the Schedule of Lenders attached hereto. The UK Borrower acknowledges and agrees that, as of the Third 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 is $47,800,000. The UK 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 UK Term Notes arising prior to the Third Restatement Closing Date and (b) reaffirms its obligation to repay the UK 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 UK Term Notes as of the Third Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance
of the UK Term Notes from and after the Third Restatement Closing Date, without constituting a novation. 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 Commitment and (ii) First
Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Term Note Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Term Note Borrower desires to make a draw under the UK 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 UK Term Note 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 the amount of the proposed draw (which shall be in increments of not less than $100,000) under the UK Term Notes,
(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 UK 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 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 UK Term Notes 

  
 [****] = 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. 


  
 34 








 
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 Term Note Borrower shall not be entitled to specify more than, two (2) Permitted Draw Dates. 

(c) US Last Out Term Notes. The US Last Out Term Note Borrower previously authorized and issued to the
Lenders (i) on the Original Restatement Closing Date senior secured last out term notes in the aggregate principal amount of $15,000,000, 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-3 to the Original Financing Agreement and Exhibit A-3 hereto, as in effect on the Original Restatement
Closing Date (such notes, the “First Tranche US Last Out Term Notes”, and the commitment of each applicable Lender to acquire such First Tranche US Last Out Term Notes, collectively, the
“First Tranche US Last Out Term Note Commitments”), (ii) on and after the Second Amendment Effective Date and prior to the Fifth Amendment Effective Date additional senior secured
last out term notes in the aggregate principal amount of $20,000,000, 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-3 to the Original Financing Agreement and Exhibit A-3 hereto, as in effect on the Second Amendment Effective Date (such notes, the “Second
Tranche US Last Out Term Notes” and the commitment of each applicable Lender to acquire such Second Tranche US Last Out Term Notes, collectively, the “Second Tranche US
Last Out Term Note Commitments”) and (iii) on the Fifth Amendment Effective Date additional senior secured last out term notes in the aggregate principal of $10,000,000, 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-3 to the Original Financing Agreement and Exhibit
A-3 hereto, as in effect on the Second Amendment Effective Date (such notes, the “Third Tranche US Last Out Term Notes” and, collectively with the
Original US Last Out Term Notes and the Second Tranche US Last Out Term Notes, the “US Last Out Term Notes”). The commitment of each Lender to purchase its pro rata share of US Last Out Term Notes as of
the Third Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 3 (US Last Out 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 Last Out Term Note Commitments”). The US Last Out Term Note Borrower
shall repay the outstanding principal balance of the 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 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 US Last Out Term Notes in cash on an amortizing basis commencing on the Maturity Date on terms to be agreed. The US Last Out Term Note Borrower acknowledges and agrees that, as of the Third Restatement
Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal balance of the US Last Out Term Notes is $45,000,000 (such entire principal balance consisting of First Tranche
US Last Out Term Notes, Second Tranche US Last Out Term Notes and Third Tranche US Last Out Term Notes), as is set forth opposite such Lender’s name in column four (4) of Section 3 (US Last Out Term Notes) of the
Schedule of Lenders attached hereto. The US Last 

  
 [****] = 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. 


  
 35 








 
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 First Tranche US Last Out Term Notes, Second Tranche US Last Out Term Notes and Third Tranche US Last Out Term Notes arising prior to the Third Restatement Closing Date and (b) reaffirms its obligation
to repay the First Tranche US Last Out Term Notes, the Second Tranche US Last Out Term Notes and the Third 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 First Tranche US Last Out Term Notes, the Second Tranche US Last Out Term Notes and the Third Tranche US Last Out Term Notes as of the Third Restatement Closing Date shall be deemed
to constitute the outstanding principal balance of the First Tranche US Last Out Term Notes, the Second Tranche US Last Out Term Notes and the Third Tranche US Last Out Term Notes from and after the Third Restatement Closing Date, without
constituting a novation. 
 (d) Fourth Tranche US Last Out Term Notes. The US Last Out
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”). 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 Third Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 4 (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 under the Second Amended and Restated Financing Agreement as is set forth opposite such
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
Third 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 $25,000,000. 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 Third 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 

  
 [****] = 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. 


  
 36 








 
balance of the Fourth Tranche US Last Out Term Notes as of the Third 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 Third Restatement Closing Date, without constituting a novation. 
 (e) US Convertible
Term Notes. The US Convertible Term Note Borrower previously authorized and issued to the Lenders on the Second Restatement Closing Date senior secured convertible term notes in the aggregate principal amount of the Maximum US
Convertible 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-5 to the Second
Amended and Restated Financing Agreement and Exhibit A-5 hereto (the “US Convertible Term Notes”). The commitment of each Lender to fund its pro rata share of draws
under the US Convertible Term Notes as of the Third Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 5 (US Convertible 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 Convertible Term Note
Commitment”). The US Convertible Term Note Borrower shall repay the outstanding principal balance of the US Convertible Term Notes plus the Exit Premium 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 Convertible Term Note Borrower may request, and the Agent and the Holders of the US Convertible Notes
may agree (in their sole discretion), to permit the US Convertible Term Note Borrower to repay the outstanding principal balance of the US Convertible Term Notes in cash on an amortizing basis commencing on the Maturity Date on terms to be agreed. A
portion of the Maximum US Convertible Term Note Commitment under the US Convertible Term Notes was previously advanced to the US Convertible Term Note Borrower by the Lenders under the Second Amended and Restated Financing Agreement as is set forth
opposite such Lender’s name in column four (4) of Section 5 (US Convertible Term Notes) of the Schedule of Lenders attached hereto. The US Convertible Term Note Borrower acknowledges and agrees that, as of
the Third Restatement Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal balance of the US Convertible Term Notes is $25,000,000. The US Convertible 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 Convertible Term Notes
arising prior to the Third Restatement Closing Date and (b) reaffirms its obligation to repay the US Convertible 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 Convertible Term Notes as of the Third Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance of the US Convertible Term Notes from and
after the Third Restatement Closing Date, without constituting a novation. Draws under the US Convertible 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; provided, however, that, after giving effect to any such draw under the US Convertible Term Notes, the aggregate principal amount of
all US Convertible Term Notes shall not exceed the Maximum US Convertible Term Note Commitment; and provided, further, however, that the Borrower Representative shall be 

  
 [****] = 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. 


  
 37 








 
obligated to request draws in an aggregate amount equal to the US Convertible Term Note Commitment by no later than January 5, 2017 or, at the election of the Agent, upon such earlier date
as a Qualified Equity Financing or a Liquidity Event shall have occurred. 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 US Convertible Term Note Borrower desires to make a draw under the US Convertible Term Notes in an amount of $10,000,000 or less or
(B) the thirtieth (30th) day prior to the proposed borrowing date upon which the US Convertible Term Note Borrower desires to make a draw under the US Convertible 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 Convertible Term Note 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 the amount of the proposed draw (which shall be in
increments of not less than $100,000) under the US Convertible Term Notes, (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 Convertible 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 Convertible Term Notes (determined on the basis of such Lender’s US Convertible Term Note Commitment relative to the aggregate US Convertible 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 Convertible Term Note Commitment shall fund its pro rata share of the proposed borrowing under the
US Convertible 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 US Convertible Term Note Borrower shall not be entitled to specify more than, two (2) Permitted Draw Dates. 

(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 US Last Out Term Notes, the Fourth Tranche US Last Out Term Notes and the US Convertible 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 US Last Out Term Notes and 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 and senior to the US Convertible 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 US Convertible Term Notes
shall be pari passu (and, for purposes of clarification, junior to the US Term Notes, the UK Term Notes, the US Last Out Term Notes and 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. To the extent the Last Out Notes or US Convertible Term 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 

  
 [****] = 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. 


  
 38 








 
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 or the US Convertible Term Notes, as applicable, on such Maturity Date would reasonably be expected to cause an Event of Default (or an event or circumstance that,
with the passage of time, the giving of notice, or both, would become an Event of Default) to occur and shall not be permitted to be paid so long as such Event of Default (or an event or circumstance that, with the passage of time, the giving of
notice, or both, would become an Event of Default) exists (it being agreed and understood that any such payment not permitted to be paid by operation of the foregoing shall subsequently be permitted to be paid if the payment thereof would not
reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur). For the avoidance of doubt, the priorities specified in this
Section 2.1(f) shall be applicable to all voluntary and mandatory principal prepayments of the Notes. 
 Section 2.2
Interest. The Borrowers shall pay interest on the unpaid principal amount of the Notes, in each case, at the rates, time and manner set forth below: 

(a) Rate of Interest. Each US Term Note shall bear interest on the unpaid principal amount thereof from the date issued
through the date such US Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current US Term Note Interest Rate. Each UK Term Note shall bear interest on the unpaid principal
amount thereof from the date issued through the date such UK Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current UK Interest Rate. Each US Last Out Term Note shall bear
interest on the unpaid principal amount thereof from the date issued through the date such US Last Out Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current US Last Out
Term Note 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. Each US Convertible Term Note shall bear interest on the unpaid principal amount thereof from the date issued through
the date such US Convertible Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current US Convertible 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 (3rd) 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


  
 [****] = 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. 


  
 39 








 
Second Amended and Restated Financing Agreement as of the Third 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 Third Restatement Closing Date. 
 (c)
Default Rate. Upon the occurrence of any Event of Default, the Notes shall bear interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the unpaid principal amount thereof at the Default Rate
from the date of such Event of Default through and including the date such Event of Default is waived. In the event that such Event of Default is subsequently waived, the adjustment referred to in the preceding sentence shall cease to be effective
as of the date of such waiver; provided that interest as calculated and unpaid at the Default Rate during the continuance of such Event of Default shall continue to be due to the extent relating to the days after the occurrence of such Event
of Default through and including the date on which such Event of Default is waived. All such interest shall be payable on demand of the Agent. 

(d) Savings Clause. In no contingency or event shall the interest rate charged pursuant to the terms of this Agreement exceed
the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders or Holders have received interest hereunder in
excess of the highest applicable rate, the amount of such excess interest shall be applied against the principal amount of the Notes then outstanding to the extent permitted by applicable law, and any excess interest remaining after such application
shall be refunded promptly to the applicable Borrower. 
 Section 2.3 Redemptions and
Payments. 
 (a) Permitted Redemption. 

(i) The Borrowers may, at their option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount
(as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes (other than the US Convertible Term Notes), in whole (and not in part), whereupon the Commitments (other than the US Convertible
Term Note Commitments) of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”). On or prior to the date which is the thirtieth (30th)
calendar day (or, solely with respect to any Permitted Redemption of US Term Notes, the ninetieth (90th) 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 (other than the US Convertible Term 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/or Yield Maintenance Premium, as applicable and
(E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the 

  
 [****] = 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. 


  
 40 








 
Prepayment Premium and/or Yield Maintenance Premium, as applicable represents bargained for consideration in exchange for the right and privilege to redeem the Notes (other than the US
Convertible Term Notes). 
 (ii) A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If
the Borrower Representative, on behalf of the Borrowers, elects to redeem the Notes (other than the US Convertible Term 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, on a pro rata basis with respect to the outstanding US Last Out Term Notes and 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 (other than the US Convertible Term Notes) requested by the Borrower Representative, on behalf of the
Borrowers, after the Third 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 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 or the Yield Maintenance Premium, as applicable, 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 or the Yield Maintenance Premium, as applicable, shall expire
(x) in the case of the foregoing clause (A), upon the cessation of such Federal or Multi-State Force Majeure Event or UK Force Majeure Event or (y) in the case of the foregoing clause (B), upon written notice from the Agent to the Borrower
Representative, given no later than ten (10) calendar days after the Agent’s receipt of the Borrower Representative’s notice of redemption under the foregoing Section 2.3(a)(iii)(B) stating that the Lenders are thereafter willing and
able to fund additional draws under the Notes of the applicable tranche requested by the Borrower Representative, on behalf of the Borrowers, in accordance with Section 2.1 and provided that all conditions of such fundings set forth in
Section 5.2 shall have been satisfied at the time thereof. For purposes of clarification, prior to the expiration of the ten (10) calendar day (or longer, as the case may be) notice of purchase pursuant to the foregoing Section
2.3(a)(iii)(B), the Agent may deliver notice to the Borrower Representative that the Lenders are willing and 

  
 [****] = 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. 


  
 41 








 
able to fund such draws under the Notes (other than the US Convertible Term 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 or the Yield Maintenance Premium, as applicable, 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 or the Yield Maintenance
Premium (in either case, 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 (other than the US Convertible Term 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 (other than the US Convertible Term Notes) as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds;
provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused
thereby, the Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. 

(iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000
in the aggregate during the term of this Agreement from a capital contribution by any Person (other than a Subsidiary of Elevate Credit Parent) to, or the issuance to any Person (other than a Credit Party or a Subsidiary of a Credit Party) of any
Equity Interests of any Credit Party or any of their Subsidiaries, including, without limitation, in connection with a Public Offering, the Borrowers shall prepay the Notes (other than the US Convertible Term 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 (other than the US Convertible Term Notes) as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. 

  
 [****] = 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. 


  
 42 








 (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 (other than the US Convertible Term Notes) as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. 

(vi) If at any time the then outstanding principal balance of (A) the US Term Notes shall exceed the Maximum US Term Note
Commitment, (B) the UK Term Notes shall exceed the Maximum UK Commitment, (C) the US Last Out Term Notes shall exceed the Maximum US Last Out Term Note Commitment, (D) the Fourth Tranche US Last Out Term Notes shall exceed the Maximum
Fourth Tranche US Last Out Term Note Commitment, (E) the US Convertible Term Notes shall exceed the Maximum US Convertible Term Note Commitment or (F) 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 (other than the US Convertible Term 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) No
Reborrowing. For the avoidance of doubt, any amounts prepaid under the Notes may not be reborrowed. 
 (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 (other than the US Convertible Term Notes) 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


  
 [****] = 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. 


  
 43 








 
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;
Yield Maintenance 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, on a pro rata basis with respect to the outstanding US Last Out Term Notes and 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, US Last Out 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, on a pro rata basis with respect to the outstanding US Last Out Term Notes and 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), the US Last Out Term Note Commitment (in the case of a mandatory prepayment applied to the US Last Out 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 or the Yield Maintenance Premium, as applicable, 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 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 

  
 [****] = 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. 


  
 44 








 
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; 

  
 [****] = 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. 


  
 45 








 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”). 

  
 [****] = 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. 


  
 46 








 (d) The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their
respective Affiliates for the full amount of Non-Excluded Taxes and Other Taxes paid by the Agent, such Holder, such Lender or such Affiliates and any liability (including penalties, interest and expenses
(including reasonable attorney’s and other advisors’ fees and expenses)) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by the Agent, such Holder, such Lender or such Affiliate, absent manifest error, shall be final conclusive and binding for all
purposes. Such indemnification shall be made within thirty (30) days after the date the Agent, such Holder, such Lender or such Affiliate makes written demand therefor. Agent, a Lender, a Holder or any of their respective Affiliates shall
notify the Borrower Representative in writing of the receipt by such Person of any written notice from any taxing authority demanding, or threatening to demand, any Tax indemnifiable by the Borrowers under this Section 2.6(d), within a reasonable
period of time after receipt of such notice. 
 (e) On the Original Closing Date, and subsequently on or prior to the date on which a Lender
or Holder becomes a Lender or Holder under this Agreement with respect to the applicable Borrower(s) (and from time to time thereafter upon the reasonable request of the applicable Borrower(s) or the Agent), each applicable Lender and Holder shall
deliver to the Borrower Representative a completed and signed IRS Form W-8 or IRS Form W-9 (or any successor form), as applicable. In the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower(s) within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “US Tax Compliance Certificate”). 
 (f) Survival. Notwithstanding anything to the
contrary herein, each party’s obligations under this Section 2.6 and Section 13.12 shall survive the resignation, removal or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender or Holder, the
termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document. 

Section 2.7 Reissuance. 

(a) Transfer. If any Note is to be transferred, the Holder thereof shall surrender such Note to the Borrower Representative, whereupon
the applicable Borrower will forthwith issue and deliver upon the order of such Holder a new Note (in accordance with this Section 2.7), registered as such Holder may request (provided that electronic registration is acceptable), representing
the outstanding principal being transferred by such Holder and, if less than the entire outstanding principal amount is being transferred, a new Note (in accordance with this Section 2.7) to such Holder representing the outstanding principal
not being transferred. 
 (b) Lost, Stolen or Mutilated Note. Upon receipt by the Borrower Representative
of evidence reasonably satisfactory to the Borrower Representative of the loss, theft, destruction or mutilation of any Note and (i) in the case of loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to
the Borrower Representative 

  
 [****] = 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. 


  
 47 








 
(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 or Yield Maintenance Premium, as applicable, 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. 

  
 [****] = 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. 


  
 48 








 Section 2.10 Monthly Maintenance Fee;
Unused US Term Note Commitment Fee. Commencing August 1, 2016, the Borrowers hereby agree to pay to Agent in arrears on the last Business Day of each calendar
month, a monthly maintenance fee in the amount of $5,000 (which amount shall be increased to $15,000 commencing with the monthly maintenance fee payment required to be made on the last Business Day of the calendar month in which the Third
Restatement Closing Date occurs) (collectively, the “Monthly Maintenance Fees”). The Borrowers agree that the Monthly Maintenance Fees shall be fully-earned when paid and shall not be refundable in whole or in part under any
circumstances. Commencing on the Third Restatement Closing Date, the Borrowers hereby agree to pay to Agent, for the ratable benefit of the Lenders with Increased US Term Note Commitments, in arrears on the third (3rd) Business Day following the last day of each calendar month and on the Maturity Date, an unused commitment fee (the “Unused US Term Note Commitment Fee”) in respect of the
applicable Lenders’ Increased US Term Note Commitments in an amount equal to one percent (1.0%) per annum (calculated on the basis of a 360-day year and actual days elapsed) of the lesser of (a) the
difference between (i) the Increased Maximum US Term Note Commitment (as it may be reduced from time to time in accordance with the terms of this Agreement) and (ii) the average daily balances of the aggregate US Term Notes funded under
the Increased US Term Note Commitments and outstanding during the period for which such unused commitment fee is due and (b) $100,000,000. 

Section 2.11 Extension of Maturity Date of Fourth
Tranche US Last Out Term Notes. The Agent may, but shall be under no obligation to, extend the maturity date of the Fourth Tranche US Last Out Term Notes from
January 30, 2018 to December 31, 2019 by providing no less than ninety (90) days’ prior written notice thereof to the Borrower Representative, whereupon clause (a)(ii) of the definition of “Maturity Date” shall
thereafter be deemed to be “December 31, 2019” solely for purposes of the Fourth Tranche US Last Out Term Notes (the “Fourth Tranche US Last Out Term Note Maturity Extension”). 

Section 2.12 Increase in Maximum Commitment.
The Borrower Representative shall have the right exercisable on any date during the term of this Agreement if (x) the US Term Notes have not been repaid in full and (y) the Borrowers are in compliance with all of the covenants and other
obligations under this Agreement and the other Transaction Documents and no Event of Default has occurred and is continuing, in each case, on any such date, to request that the Lenders agree to increase the Maximum US Term Note Commitment to an
amount designated by the Borrower Representative up to $600,000,000, and Agent shall have the exclusive right in its sole and absolute discretion to determine whether to permit such increase to the Maximum US Term Note Commitment (any such increase
under this Section 2.12 being referred to as a “Commitment Increase”). Any such Commitment Increase shall be subject to the following additional terms and conditions: 

(a) The amount of any Commitment Increase shall be in a minimum amount of $5,000,000 and in an integral multiple of $5,000,000 in excess
thereof. 

  
 [****] = 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. 


  
 49 








 (b) No proposed Commitment Increase shall occur unless each of the following requirements and
conditions in respect thereof shall have been satisfied: 
 (i) The Agent shall have received from the Borrower
Representative an irrevocable written notice (a “Commitment Increase Notice”), dated not earlier than ninety (90) days before the proposed Commitment Increase Effective Date therefor and not later than thirty
(30) days (or such shorter period agreed to by the Agent) before such proposed Commitment Increase Effective Date, that specifies (A) the aggregate amount of the proposed Commitment Increase and (B) the date (the
“Commitment Increase Effective Date”) on which the proposed Commitment Increase shall become effective. The Agent shall have fifteen (15) days from the date of the Agent’s receipt of a Commitment
Increase Notice to agree to the Commitment Increase described therein (and in the event the Agent shall fail to respond to such Commitment Increase Notice within such fifteen (15) day period or shall fail to fund any Commitment Increase on the
applicable Commitment Increase Effective Date (provided that all conditions of such Commitment Increase set forth in this Section 2.12 shall have been satisfied at the time thereof), then the Agent shall be deemed to have
rejected such Commitment Increase); and 
 (ii) On and as of the Commitment Increase Effective Date of the proposed
Commitment Increase the following statements shall be true (and the giving of the applicable Commitment Increase Notice shall constitute a representation and warranty by the Borrowers that on such Commitment Increase Effective Date such statements
are true): 
 A. The representations and warranties contained in ARTICLE 7 are true and correct in all material
respects (without duplication of any materiality qualifiers contained therein) on and as of such Commitment Increase Effective Date before and after giving effect to the proposed Commitment Increase, as though made on and as of such date (except for
representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of such specific date); 

B. Immediately after giving pro forma effect to such Commitment Increase, the Credit Parties are in pro forma compliance with
the covenants set forth in Section 8.1; and 
 C. Immediately before and immediately after giving
pro forma effect to such Commitment Increase, no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing. 

(c) Promptly following its receipt of a Commitment Increase Notice in proper form, the Agent shall deliver copies thereof to each Lender that
the Agent in its sole and absolute discretion shall desire be afforded an opportunity to participate in such Commitment Increase. If, and only if, the Agent shall have agreed to permit such Commitment Increase and all of the terms, conditions and
requirements specified in this Section 2.12 are satisfied in respect of any proposed Commitment Increase on and as of the proposed Commitment Increase Effective Date thereof, then, as of such Commitment Increase Effective
Date and from and after such date, (i) 

  
 [****] = 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. 


  
 50 








 
the Commitments of each Lender as shall have been designated by the Agent and as shall have been accepted by such Lender shall be increased in an amount determined by the Agent, in its sole and
absolute discretion, (ii) references herein to the amounts of each Lender’s respective Commitments shall refer to the respective amounts after giving effect to such Commitment Increase and (iii) the Schedule of Lenders attached
hereto shall be updated to reflect the respective updated Commitments of the Lenders after giving effect to such Commitment Increase. 

ARTICLE 3 

THIRD RESTATEMENT CLOSING  

Section 3.1 Third Restatement Closing. In consideration for each applicable Lender’s commitment
to fund its pro rata share of draws under the US Term Notes (as defined in the Second Amended and Restated Financing Agreement) in accordance with the terms of the Second Amended and Restated Financing Agreement (which commitment remains in effect
hereunder without constituting a novation), the US Term Note Borrower 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 Second 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 Borrower shall (a) in the case of a
Lender increasing its US Term Note Commitment or a new Lender, issue and sell to such Lender on the Third Restatement Closing Date, and each applicable Lender severally, but not jointly, agrees to purchase from the US Term Note Borrower on the Third
Restatement Closing Date, a 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 its obligations under the US Term Notes
in the aggregate principal amount of the US Term Note Commitment of such Lender previously issued and sold to such Lender. In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the UK Term Notes in
accordance with the terms of the Second Amended and Restated Financing Agreement (which commitment remains in effect hereunder without constituting a novation), the UK Term Note Borrower previously issued and sold to such Lender a UK Term Note in
the aggregate principal amount of the UK Term Note Commitment of such Lender. In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the US Last Out Term Notes in accordance with the terms of the
Second Amended and Restated Financing Agreement, the US Last Out Term Note Borrower previously issued and sold to such Lender a US Last Out Term Note in the aggregate principal amount of the US Last Out Term Note Commitment of such Lender. In
consideration for each applicable Lender’s commitment to purchase its pro rata share of the Fourth Tranche US Last Out Term Notes, the US Last Out Term Note Borrower previously issued and sold to such Lender a Fourth Tranche US Last Out Term
Note in the aggregate principal amount of the Fourth Tranche US Last Out Term Note Commitment of such Lender. In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the US Convertible Term Notes in
accordance with the terms hereof, the US Convertible Term Note Borrower previously issued and sold to such Lender a US Convertible Term Note in the aggregate principal amount of the US Convertible Term Note Commitment of such Lender. The closing
(the “Third Restatement Closing”) of the transactions contemplated by this Agreement and the issuance of the additional 

  
 [****] = 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. 


  
 51 








 
US Term Notes by the US Term Note Borrower 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 Third
Restatement Closing (the “Third 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 Third 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 Third Restatement Closing Date, the Borrowers shall deliver to each applicable Lender the US Term
Note (in the denominations as such Lender shall have requested prior to the Third Restatement Closing) which such Lender is then purchasing, duly executed on behalf of the US Term Note Borrower and registered in the name of such Lender or its
designee. 
 ARTICLE 4 

INTENTIONALLY OMITTED 

ARTICLE 5 

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

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

(a) (i) Reserved; 

(ii) the US Term Note Borrower 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 Third Restatement Closing) being issued to such Lender at the Third 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 Third Restatement Closing Date all fees and other amounts due and owing thereon under this Agreement and the other Transaction Documents. 

(c) Reserved. 
 (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 Third 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 Third Restatement Closing Date; 

  
 [****] = 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. 


  
 52 








 (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 Third 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 Third 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 Third Restatement Closing, (C) such Person’s bylaws (or similar document), each as in effect at the Third 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 Third 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 Third 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 Third Restatement Closing Date; 

  
 [****] = 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. 


  
 53 








 (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 Third 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 Third 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 Third 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 Third 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 Third 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 Third 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 Third 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). 

  
 [****] = 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. 


  
 54 








 (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of
time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw. 

(c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes
would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Commitment, (iii) with
respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Commitment, (iv) with respect to a draw under the US Last Out Term Notes, the aggregate
outstanding principal amount of the US Last Out Term Notes would not exceed the Maximum US Last Out Term Note Commitment, (v) 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 and (vi) with respect to a draw under the US Convertible Term Notes, the aggregate outstanding principal amount of the US
Convertible Term Notes would not exceed the Maximum US Convertible 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
US Last Out Term Notes, the Fourth Tranche US Last Out Term Notes or the US Convertible 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. 

  
 [****] = 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. 


  
 55 








 The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw
under the Notes made after the Third 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 
 CERTAIN
LENDERS’ REPRESENTATIONS AND WARRANTIES 
 Each Lender in respect of the US Convertible Term Notes represents and warrants
(severally and not jointly) with respect to only itself or himself, as applicable, that: 
 Section 6.1 No Public Sale or
Distribution. Such Lender is acquiring the Convertible Securities for its or his own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in a manner that would violate the 1933 Act,
except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Lender does not agree to hold any of the Convertible Securities for any minimum or other
specific term and reserves the right to dispose of the Convertible Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Except as expressly set forth herein, such Lender does not
presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Convertible Securities. 

Section 6.2 Investor Status. Such Lender is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D. 
 Section 6.3 Governmental Review. Such Lender understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Convertible Securities or the fairness or suitability of the investment in the Convertible Securities, nor have such authorities
passed upon or endorsed the merits of the purchase of the Convertible Securities. 
 Section 6.4 Transfer or Resale. Such
Lender understands that the Convertible Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred except pursuant to an effective
registration statement or an exemption from registration; provided, however, that, the Convertible Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the
Convertible Securities and such pledge of Convertible Securities shall not be deemed by the Borrowers to be a transfer, sale or assignment of the Convertible Securities hereunder, and no Lender effecting such a pledge of Convertible Securities shall
be required to provide the Borrowers with any notice thereof or otherwise make any delivery to the Borrowers pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 6.4. 

  
 [****] = 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. 


  
 56 








 Section 6.5 Legends. Such Lender understands that the Holdco Convertible Term
Notes and the stock certificates representing the Conversion Shares, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, except as set forth below: 

[THIS NOTE HAS] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE] NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. [THIS NOTE] [THE CONVERTIBLE SECURITIES] MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR [THIS NOTE] [THE CONVERTIBLE SECURITIES] UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF
COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
[THIS NOTE] [THE CONVERTIBLE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY [THIS NOTE] [THE CONVERTIBLE
SECURITIES], PROVIDED SUCH PLEDGE IS MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. 
 The legend set forth
above shall be removed and the US Convertible Term Note Borrower shall issue a US Convertible Term Note or stock certificate evidencing the Conversion Shares, as applicable, without such legend to the holder of such Convertible Securities upon which
it is stamped, if (i) such Convertible Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the US Convertible Term Note Borrower with an opinion of
counsel, in a form reasonably acceptable to the US Convertible Term Note Borrower, to the effect that such sale, assignment or transfer of such Convertible Securities may be made without registration under the applicable requirements of the 1933 Act
or (iii) such Convertible Securities are sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the 1933 Act, or such holder provides the US Convertible Term Note Borrower with reasonable assurance that such Convertible
Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the 1933 Act. 

  
 [****] = 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. 


  
 57 








 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 Third Restatement Closing Date. The Schedules shall be arranged by the Borrowers in paragraphs corresponding to
the sections and subsections contained in this ARTICLE 7. 
 Section 7.1 Organization and Qualification. Each Credit
Party and each of its respective Subsidiaries (which, for purposes of this Agreement, means any entity in which any Credit Party, directly or indirectly, owns at least 50% of the Capital Stock or other Equity Interests or a subsidiary undertaking
within the meaning of Section 1162 of the Companies Act 2006) (“Subsidiaries”) are entities duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction in which they are formed or
incorporated, and have the requisite corporate or limited liability company power and authorization, as applicable, to own their properties, carry on their business as now being conducted, enter into the Transaction Documents to which they are party
and carry out the transactions contemplated thereby. Each Credit Party and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have, either individually or in the aggregate, a Material Adverse Effect. Except as set
forth on Schedule 7.1, (i) no Credit Party has any Subsidiaries and (ii) all Capital Stock or other equity or similar interests of the Subsidiaries is directly or indirectly owned by a Credit Party, as set forth therein. In respect
of each UK Credit Party, and for the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings, its centre of main interest (as that term is used in Article 3(1) of such regulation) is situated in England
and Wales and it has no “establishment” (as that term is used in Article 2(h) of such regulation) in any other jurisdiction. 

Section 7.2 Authorization; Enforcement; Validity. Each of the Credit Parties has the requisite power and authority to enter
into and perform its obligations under this Agreement, the Notes, the Security Agreement, each of the other Security Documents, the Intercompany Subordination Agreement and each of the other agreements, documents and certificates entered into by the
parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and
delivery of the Transaction Documents by the Credit Parties have been duly authorized by each of the Credit Parties’ respective board of directors (or other governing body) and the consummation by the Credit Parties of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of the Securities by the Borrowers have been duly authorized by the respective Credit Party’s board of directors (or other governing body), and (other than filings
with “Blue Sky” authorities as required therein) no further filing, consent, or authorization is required by any Credit Party, its 

  
 [****] = 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. 


  
 58 








 
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. Upon the issuance of the Conversion Shares pursuant to the terms of the US Convertible Term Notes, the Conversion Shares will be
duly authorized, validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all
rights accorded to a holder of shares of Capital Stock of the US Convertible Term Note Borrower. The issuance by the US Convertible Term Note Borrower of the Conversion Shares to the Holders of the US Convertible Term Notes is exempt from
registration under the 1933 Act. 
 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 Third Restatement Closing Date. 

  
 [****] = 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. 


  
 59 








 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 Third 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 Third 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 Third
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 Third 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. 

  
 [****] = 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. 


  
 60 








 Section 7.8 Indebtedness and Other Contracts. Except as disclosed on
Schedule 7.8, none of any Credit Party or any of their Subsidiaries (i) has any outstanding Indebtedness other than Permitted Indebtedness, (ii) is a party to any contract, agreement or instrument, the violation of which, or default
under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, or (iii) is in violation of any term of or in default under any contract, agreement or
instrument relating to any Indebtedness or any contract, agreement or instrument entered into in connection therewith that could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. 

Section 7.9 Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between any Credit
Party or any of their Subsidiaries and an unconsolidated or other off balance sheet entity that would be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect. 

Section 7.10 Ranking of Notes. Subject to the relative priorities of the Notes set forth in this Agreement, no Indebtedness
of any of the Credit Parties or any of their Subsidiaries will rank senior to or pari passu with the Notes in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or
dissolution or otherwise. 
 Section 7.11 Title. Each of the Credit Parties and each of their Subsidiaries has
(i) good and marketable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) adequate rights in (in the case of licensed interests
in Intellectual Property Rights and Intellectual Property Rights that are not wholly owned by a Credit Party or a Subsidiary), and (iv) good and marketable title to (in the case of all other personal property) all of its real property and other
properties and assets owned by it which are material to the business of such Credit Party or such Subsidiary, in each case free and clear of all liens, encumbrances and defects, other than Permitted Liens. Any real property and facilities held under
lease by any Credit Party or any of their Subsidiaries are held by it under valid and enforceable leases. 
 Section 7.12
Intellectual Property Rights. Each of the Credit Parties and each of their Subsidiaries owns or possesses adequate rights to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, trade secrets and other intellectual property rights (“Intellectual Property Rights”) that are necessary and material to conduct its respective business and no Credit Party or Subsidiary
has previously granted any Lien on any such Intellectual Property Rights other than Permitted Liens. Except as described on Schedule 7.12, no registered Intellectual Property Rights that are owned by a Credit Party or a
Subsidiary have expired or terminated, or are expected to expire or terminate within five (5) years from the Third Restatement Closing Date. Except as described on Schedule 7.12, (i) none of any Credit Party or
any of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any Credit Party or any of their Subsidiaries of Intellectual Property Rights owned by other Persons; (ii) none of any Credit
Party or any of their 

  
 [****] = 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. 


  
 61 








 
Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any other Persons of the Intellectual Property Rights owned by any Credit Party or any of
their Subsidiaries; (iii) there is no claim, action or proceeding pending before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority or, to the knowledge of each of the Credit Parties,
threatened in writing, against any Credit Party or any of their Subsidiaries contesting or challenging the validity, scope or enforceability of, or a Credit Party’s or Subsidiary’s ownership of or right to use, its owned Intellectual
Property Rights or the Intellectual Property Rights it licenses from other Persons; and (iv) none of any Credit Party or any of their Subsidiaries is aware of any facts or circumstances which reasonably could be expected to give rise to any of
the foregoing infringements or claims, actions or proceedings. Each of the Credit Parties and their Subsidiaries has taken and is taking commercially reasonable security measures to maintain and protect the secrecy, confidentiality and value of the
trade secrets and other confidential information it owns. 
 Section 7.13 Creation, Perfection,
and Priority of Liens. 
 (a) The Security Documents (other than the UK Security
Documents) are effective to create in favor of the Agent, for the benefit of the Holders and the Lenders, a legal, valid, binding, and (upon the filing of the appropriate UCC financing statements and Intellectual Property Security Agreements, the
transfer of possession of original certificated securities together with appropriate transfer instruments and the delivery of deposit account control agreements) enforceable perfected first priority (subject to Permitted Liens) security interest and
Lien in the Collateral described therein as security for the Obligations to the extent that a legal, valid, binding, and enforceable security interest and Lien in such Collateral may be created under applicable law including without limitation, the
uniform commercial code as in effect in any applicable jurisdiction (“UCC”) and any other applicable governmental agencies. 

(b) The obligations expressed to be assumed by each UK Credit Party in each UK Security Document to which it is a party are legal, valid,
binding and enforceable obligations subject to (i) the Legal Reservations and (ii) registration under the Companies Act 2006. 

Section 7.14 Absence of Certain Changes; Insolvency. 

(a) Since December 31, 2015 (the “Diligence Date”), there has been no material adverse change in the business,
assets, properties, operations, condition (financial or otherwise), results of operations or prospects of any Credit Party or any of the Credit Parties’ Subsidiaries. Since the Diligence Date, neither any Credit Party nor any of their
Subsidiaries has (i) declared or paid any dividends or (ii) sold any assets (other than the sale of Inventory in the ordinary course of business). Neither any Credit Party nor any of their Subsidiaries has taken any steps to seek
protection pursuant to any bankruptcy law nor do any Credit Party or any of their Subsidiaries have any knowledge that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably
lead a creditor to do so. Neither any Credit Party nor any of their Subsidiaries intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its
debt). None of the UK Credit Parties, the US Credit Parties or the Credit Parties and their Subsidiaries taken as a whole are, as of the Third Restatement Closing Date, or after giving effect to the transactions contemplated hereby to occur at the
Third 

  
 [****] = 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. 


  
 62 








 
Restatement Closing, will be, Insolvent. Without limitation of the foregoing, no corporate action, legal proceeding or other procedure or step in respect of any Insolvency Proceeding or
expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction over any asset or assets of a Credit Party has been taken or, to the knowledge of Holdings, threatened in relation to Elevate Credit Parent
or any of its Subsidiaries. 
 Section 7.15 Absence of Proceedings. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, Governmental Authority (including, without limitation, the SEC, self-regulatory organization or other governmental body) (in each case, a “Proceeding”)
pending or, to the knowledge of any Credit Party, threatened in writing against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors which (i) could reasonably be
expected to result, either individually or in the aggregate, in a Material Adverse Effect, (ii) if adversely determined, could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, or
(iii) questions the validity of this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. 

Section 7.16 No Undisclosed Events, Liabilities, Developments
or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur or may occur with respect to any Credit Party or any of the Credit Parties’ Subsidiaries or
their respective business, properties, prospects, operations or financial condition, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

Section 7.17 No Disagreements with Accountants and
Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by any Credit Party or any of their Subsidiaries to arise, between any Credit Party or any of their Subsidiaries and the accountants and
lawyers formerly or presently employed by Credit Parties and their Subsidiaries which would reasonably be expected to affect the ability of the Credit Parties to perform any of their obligations under any of the Transaction Documents. 

Section 7.18 No General Solicitation;
Placement Agent’s Fees. None of the Borrowers, any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. No Credit Party has engaged any placement agent or other agent in connection with the closing of the transactions
contemplated by this Agreement or the issuance of the Securities. 
 Section 7.19 Reserved. 

Section 7.20 Tax Status. Each Credit Party and their Subsidiaries (i) have made or filed all foreign,
federal, state and local income Tax Returns and all other material Tax Returns, reports and declarations required by any jurisdiction to which they are subject and all such Tax Returns were correct and complete in all respects and were prepared in
substantial compliance with all applicable laws and regulations, (ii) have paid all Taxes and other governmental assessments and charges due and owing (whether or not shown on any Tax Return), and 

  
 [****] = 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. 


  
 63 








 
(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 Third 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). 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 

  
 [****] = 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. 


  
 64 








 
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 

  
 [****] = 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. 


  
 65 








 
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 

  
 [****] = 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. 


  
 66 








 
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 Third 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 

  
 [****] = 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. 


  
 67 








 
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 Third
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 Third Restatement Closing Date, no executive officer of any Credit Party or any of their Subsidiaries, to the knowledge of the Credit Parties, is, or is now expected to
be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any
restrictive covenant. Each Credit Party and their Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment
and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

Section 7.38 Certain Other Representations and Warranties.
Each Consumer Loan Agreement is a valid and subsisting agreement and is in full force and effect in accordance with the terms thereof, no default or event of default exists under any such Consumer Loan Agreement and no party to any such Consumer
Loan Agreement has any accrued right to terminate any such Consumer Loan Agreement on account of a default by any Person or otherwise, except in each case, where the same would not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect. 
 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 

  
 [****] = 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. 


  
 68 








 
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 Third Restatement Closing Date), and all such Material Contracts are in full force and effect and, to Credit Parties’ knowledge, no defaults currently exist thereunder. 

ARTICLE 8 

COVENANTS 

Section 8.1 Financial Covenants. The Credit Parties shall, and shall cause their Subsidiaries to, comply with
the following financial covenants: 
 (a) Loan to Value Ratio. The Credit Parties shall not permit the Loan to
Value Ratio calculated as of the last day of any calendar month to be greater than the ratio set forth in the table below opposite the actual Charge Off Rate as of such date. 
  


					
	 Actual Charge Off Rate as of Measurement
Date
	 	Maximum Loan to Value Ratio	 
	 Less than 10%
	 	 	0.85	 
	 Greater than or equal to 10% and less than or equal to 15%
	 	 	0.80	 
	 Greater than 15% and less than or equal to 20%
	 	 	0.75	 

 The foregoing notwithstanding, for purposes of determining whether the Credit Parties are in compliance with the financial
covenant contained in this Section 8.1(a), as well as for purposes of calculating the “Borrowing Base” from time to time, the Maximum Loan to Value Ratio for the December 31, 2015 testing date (but for purposes of clarification solely
for the December 31, 2015 testing date) shall be deemed to be 0.90. 
 If as of any applicable testing date the Credit Parties fail to comply with the
financial covenant contained in this Section 8.1(a) (a “LTV Covenant Default”), then the Credit Parties shall have the obligation to cure such breach (the “LTV Covenant Cure
Obligation”) within thirty (30) days of the occurrence thereof by causing Elevate Credit Parent to contribute to the Borrowers cash (in the form of a capital contribution and not in the form of an extension of credit or other
Indebtedness) in an aggregate amount that would cause the Credit Parties to be in pro forma compliance with such covenant as of such testing date (such amount, the “LTV Covenant Cure Amount”). Until timely
receipt of the LTV Covenant Cure Amount for any applicable LTV Covenant Default, an Event of Default shall be deemed to exist for all purposes of this Agreement and the other Transaction Documents; provided, that during such thirty
(30) day cure 

  
 [****] = 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. 


  
 69 








 
period (unless the Agent shall have been notified that such LTV Covenant Cure Amount shall not be made) neither the Agent nor any Lender or Holder shall exercise any enforcement remedy against
the Credit Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the applicable LTV Covenant Default and; provided, further, that upon timely receipt of such LTV Covenant Cure
Amount, the underlying LTV Covenant Default shall no longer be deemed to be continuing. Notwithstanding anything to the contrary in this Section 8.1(a), in no event shall the Credit Parties be permitted to cure more than three (3) LTV Covenant
Defaults during the term of this Agreement. 
 (b) Charge Off Rate. The Credit Parties shall not permit the Charge Off
Rate, calculated as of the last day of any calendar month, to be greater than 20%. 
 (c) First Payment Default
Rate. The Credit Parties shall not permit the First Payment Default Rate, calculated as of the last day of any calendar month, to be greater than (i) 20% for any month or (ii) 17.5% for any two (2) months during any three (3) month
period. 
 (d) Corporate Cash. The Credit Parties shall not permit Corporate Cash at any time to be less than $5,000,000. 

(e) Book Value of Equity. The Credit Parties shall not permit the Book Value of Equity, calculated as of the last
day of any calendar month, to be less than $5,000,000. 
 Section 8.2 Deliveries. The Borrowers agree to deliver the
following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent: 

(a) Monthly Financial Statements. As soon as available and in any event within
twenty-one (21) days after the end of each month (including December), the unaudited consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on
the other hand) balance sheets of the Credit Parties and their Subsidiaries as at the end of such month and the related consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other
hand) statements of operations, stockholders’ equity and cash flows of Elevate Credit Parent and its Subsidiaries and UK Borrower for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, all
in reasonable detail, and certified by the chief financial officer of Elevate Credit Parent (or other authorized executive officer performing a similar function) as being true and correct and fairly presenting in accordance with GAAP, the financial
position and results of operations of the Elevate Credit Parent and its Subsidiaries and UK Borrower, as applicable, subject to normal year-end adjustments and absence of footnote disclosure; 

(b) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after
the end of each Fiscal Year, the audited consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) balance sheets of Elevate Credit Parent and its Subsidiaries and UK
Borrower as at the end of such Fiscal Year and the related consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) statements of operations, stockholders’ equity
and cash flows of the Credit Parties and 

  
 [****] = 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. 


  
 70 








 
their Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief
financial officer of Elevate Credit Parent (or other authorized executive officer performing a similar function) as being true and correct and fairly presenting in accordance with GAAP, the financial position and results of operations of Elevate
Credit Parent and its Subsidiaries and UK Borrower, as applicable, accompanied by a customary unqualified opinion of an independent accounting firm acceptable to Agent; 

(c) Compliance Certificate and Borrowing Base Certificate. On the dates that the financial
statements under clause (a) above are delivered, a duly completed Compliance Certificate and a duly completed Borrowing Base Certificate, each with appropriate insertions, dated the date of the applicable monthly financial statements, and
signed on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), in the case of each Compliance Certificate (i) containing a computation of
the covenants set forth in Section 8.1 hereof, (ii) indicating whether or not the Credit Parties are in compliance with each covenant set forth in ARTICLE 8 of this Agreement and whether each representation and warranty contained in
ARTICLE 7 of this Agreement is true and correct in all material respects (without duplication of any materiality qualifiers) as though made on such date (except for representations and warranties that speak as of a specific date, which
representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers as of such date), and (iii) to the effect that such officer has not become aware of any Event of Default (or event
or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) that has occurred and is continuing or, if there is any such Event of Default (or event or circumstance that, with the passage of time,
the giving of notice, or both, would become an Event of Default), describing it and the steps, if any, being taken to cure it; 
 (d)
Reserved. 
 (e) Monthly Reporting Package. On the dates that the financial statements under clause
(a) above are delivered, a monthly operations reporting package, in form and detail reasonably acceptable to the Agent. 

Section 8.3 Notices. The Borrowers agree to deliver the following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent: 
 (a) Collateral
Information. Upon request of Agent, a certificate of one of the duly authorized officers of the Borrower Representative on behalf of the Borrowers (i) either confirming that there has been no change in the information set forth in the
perfection certificate executed and delivered to the Agent on the Third 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); 

  
 [****] = 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. 


  
 71 








 (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; 

  
 [****] = 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. 


  
 72 








 (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 (5th) Business Day after the end of each calendar week, a performance report of the Program as of the end of business on Friday
of such calendar week, in form and substance reasonably acceptable to the Agent and (ii) together with the delivery of the financial statements and reports pursuant to subsections 8.2(a) and (b), a summary report with respect to the
Consumer Loan portfolio of Elevate Credit Parent and its Subsidiaries containing such information as may be reasonably requested by Agent; 

(l) Qualified Equity Financing and Liquidity Events. No later than the thirtieth (30th) day prior to the anticipated consummation of a Qualified Equity Financing or a 

  
 [****] = 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. 


  
 73 








 
Liquidity Event, written notice thereof, which notice shall specify the effective date on which such Qualified Equity Financing or Liquidity Event is to take place and shall describe such
transaction in reasonable detail; and 
 (m) 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; 

  
 [****] = 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. 


  
 74 








 
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 (5th) 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. 

(b) repurchase, redeem, repay, defease, retire, distribute any dividend or share premium reserve or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation involving any Credit Party or any of their Subsidiaries) any Equity Interests of any Credit Party or any of their Subsidiaries or any direct or indirect parent of any
Credit Party or any of their Subsidiaries except in connection with the termination of an employee’s employment with any Credit Party; provided, that each of the following conditions are satisfied: 

(i) no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become
an Event of Default) has occurred and is continuing or would arise as a result of such repurchase, redemption, repayment, defeasance, retirement, distribution, acquisition or retirement for value of any such Equity Interests; 

(ii) after giving effect to such repurchase, redemption, repayment, defeasance, retirement, distribution, acquisition or
retirement for value of any such Equity Interests, (A) the Credit Parties are in pro forma compliance with the covenants set forth in Section 8.1 and (B) the
Debt-to-Equity Ratio of the Borrowers shall not be more than 9-to-1; and 

(iii) the aggregate amount of all such repurchases, redemptions, repayments, defeasances, retirements, distributions,
acquisitions or retirements for value of any such Equity Interests shall not exceed $1,000,000 in any Fiscal Year; 
 (c) make any payment
(including by setoff) on or with respect to, accelerate the maturity of, or purchase, redeem, defease or otherwise acquire or retire for value any 

  
 [****] = 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. 


  
 75 








 
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. 
 Section 8.9 No Further
Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien
upon any of their properties or assets in favor of Agent or the Holders as set forth under the Transaction Documents, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property or asset is
given as security under the Transaction Documents, except in connection with any Permitted Liens or any document or instrument governing any Permitted Liens, provided that any such restriction contained therein relates only to the property or
asset subject to such Permitted Liens (or proceeds thereof). 
 Section 8.10 Affiliate Transactions. No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any Affiliate of any Credit Party or any of their Subsidiaries, unless such transaction is on terms that are no less favorable to such Credit Party or such Subsidiary, as the case may be, than those that might be obtained at the time from a
Person who is not an Affiliate and, unless the same shall not require payments thereunder in an amount exceeding $500,000 in the aggregate, are fully disclosed in writing to Agent prior to consummation thereof. 

Section 8.11 Insurance. 

(a) The Credit Parties shall keep the Collateral properly housed and insured against loss or damage by fire, theft, explosion, sprinklers,
collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of the Credit Parties, with such companies, in such amounts, with such deductibles and under policies
in such form as shall be reasonably satisfactory to the Agent. Certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies of insurance have been or shall be, no later than the Third 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 

  
 [****] = 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. 


  
 76 








 
benefit of the Holders. Such endorsement, or an independent instrument furnished to the Agent, shall provide that the insurance company shall give the Agent at least thirty (30) days’
written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of a Credit Party or any other Person shall affect the right of the Agent to recover under such policy of insurance
in case of loss or damage. Each Credit Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to the Agent. Each Credit Party irrevocably makes, constitutes and appoints the Agent (and all
officers, employees or agents designated by the Agent) as such Person’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and
adjusting claims under such policies of insurance, endorsing the name of such Person on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to
such policies of insurance, provided however, that if no Event of Default shall have occurred and be continuing, such Credit Party may make, settle and adjust claims involving less than $100,000 in the aggregate without the Agent’s
consent. 
 (b) The Credit Parties shall maintain, at their expense, such public liability and third-party property damage insurance as is
customary for Persons engaged in businesses similar to that of the Credit Parties with such companies and in such amounts with such deductibles and under policies in such form as shall be reasonably satisfactory to the Agent in light of such customs
and certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies have been or shall be, no later than the Third 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 

  
 [****] = 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. 


  
 77 








 
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. 

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 Third 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 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.


  
 [****] = 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. 


  
 78 








 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 Third 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. 

  
 [****] = 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. 


  
 79 








 (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 (other than the issuance of Conversion Shares) of any Credit Party or any of their Subsidiaries, until the date that is twelve (12) months after the date such Obligations are paid in full), none of the
Credit Parties nor any of their Subsidiaries shall, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt
securities or Equity Interests (including any debt, preferred stock or other instrument or security) that may, in accordance with the terms thereof, be, at any time during its life, and under any circumstance, convertible into or exchangeable or
exercisable for Indebtedness or debt securities, but excluding Permitted Indebtedness, without the prior written consent of the Agent; provided, that, if any Credit Party seeks to incur additional Indebtedness from time to time from any
third-party, then in each such case, the Agent and its designees shall have a right of first refusal (but not an obligation) to provide such additional Indebtedness on the same terms and conditions as would be provided by such third-parties. The
Borrower Representative will give Agent written notice (a “ROFR Notice”) describing the additional Indebtedness and the terms and conditions thereof (collectively, the “New Indebtedness
Opportunity”). The Agent and its designees shall have thirty (30) days from the date of the Agent’s receipt of a ROFR Notice to agree to provide such additional Indebtedness pursuant to the New Indebtedness Opportunity. If the
Agent fails to exercise such right of first refusal within said thirty (30)-day period with respect to the New Indebtedness Opportunity, then the New Indebtedness Opportunity may be offered to such third-party
upon the identical terms and conditions as are specified in the applicable ROFR Notice; provided, that in the event the New Indebtedness Opportunity has not been consummated by the applicable third-party within the one hundred (100)-day period from the date of the ROFR Notice, no New Indebtedness Opportunity may be offered by the Credit Parties to any third-party without first offering such New Indebtedness Opportunity to the Agent in the
manner provided above. 
 Section 8.20 Post-Closing Obligations. 

(a) Within ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its
sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; 
 (b) The
Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, 

  
 [****] = 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. 


  
 80 








 
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 or foreign jurisdiction 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; 

(c) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the Third 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; and 
 (d) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty
(30) days after the Third 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. 

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”) 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, the US Last Out Term Notes,
the Fourth Tranche US Last Out Term Notes or the US Convertible Term Notes be used to originate Consumer Loans 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, and (ii) solely with regard to the proceeds of the US Last Out Term Notes, the Fourth Tranche US Last Out Term Notes and the US Convertible Term Notes, also for direct marketing expenses
relating to the making of Consumer Loans. 
 Section 8.22 Fees, Costs and Expenses. The Credit Parties, on behalf of
themselves and the other Credit Parties, shall jointly and severally reimburse the Lenders and the Holders or their designee(s) for reasonable and documented costs and expenses incurred in connection with the transactions contemplated by the
Transaction Documents (including reasonable legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), subject to
the limitations set forth in Section 13.1 hereof, which amounts shall be paid 

  
 [****] = 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. 


  
 81 








 
by the Credit Parties to the Agent, for the benefit of itself and the Lenders and the Holders, on the Third 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, 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 Third 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 Borrower 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 Third 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 Borrower 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 

  
 [****] = 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. 


  
 82 








 
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 Borrower 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 Third 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 Third Restatement Closing Date plus additional Investments in Foreign Subsidiaries after the Third 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; and 

(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. 
 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 

  
 [****] = 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. 


  
 83 








 
reasonably request from time to time to ensure that the Obligations are guaranteed by all Subsidiaries (including the US Term Note Borrower with respect to the Obligations of the UK 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 Borrower 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 Board Observation Rights. Until the earlier to occur
of (a) the date that the Obligations are paid in full and the Transaction Documents (including all commitments (if any) to lend hereunder) are terminated, (b) the date on which Elevate Credit Parent consummates a Public Offering of its
Capital Stock and (c) the date on which the US Last Out Term Note Borrower repays or prepays the aggregate outstanding US Last Out Term Notes and Fourth Tranche US Last Out Term Notes (including any accrued and unpaid interest, fees and Late
Charges with respect thereto and any Prepayment Premium and/or Yield Maintenance Premium, as applicable) in full pursuant to, and in accordance with, the terms of this Agreement, each of the Credit Parties agrees that the Agent and/or its designees
shall be entitled to have up to two (2) observers attend, in a non-voting capacity, whether in person or telephonically, meetings of the board of directors (or other similar body) of such Credit Party
(which, in the case of Elevate Credit Parent, shall be held no less frequently than once per fiscal quarter). Each of the Credit Parties shall provide such designated observers copies of notices, minutes, consents and other materials provided to the
members of its board of directors (or other similar body) and shall reimburse such observer for all reasonable costs and expenses reasonably incurred in connection 

  
 [****] = 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. 


  
 84 








 
with attending any of such meetings; provided, that each Credit Party reserves the right to exclude the Agent (or any observer designated by the Agent) from access to any information if
such Credit Party reasonably believes, upon the recommendation of legal counsel (which recommendation of legal counsel shall be in writing, which may be in the form of an email sent as soon as reasonably practicable after the adjournment of the
meeting for which such observer was excluded), that such exclusion is reasonably necessary to preserve the attorney-client privilege with respect to a matter involving pending or potential litigation or to preserve the attorney-client privilege for
other similar reasons. Each of the Credit Parties agrees that no such meeting, whether in person or telephonically, shall be held unless each such designated observers shall have been given at least two (2) Business Days prior notice thereof.

 Section 8.29 Reservation of Shares. US Convertible Term Note
Borrower shall take all action necessary to reserve and keep available for conversions under the US Convertible Term Notes as of and at all times after the Third Restatement Closing Date, a number of authorized and unissued shares of its Capital
Stock equal to at least one hundred fifty percent (150%) of the number of Conversion Shares (or one hundred percent (100%) in the case of Conversion Shares not constituting common stock) issuable upon the conversion of all of the principal amount
then outstanding under the US Convertible Term Notes (together with accrued and unpaid interest thereon) (such aggregate amount, the “Required Reserve Amount”). The initial number of such shares of Capital Stock reserved for conversions of
the US Convertible Term Notes and any increase in the number of such shares of Capital Stock so reserved shall be deemed to be allocated pro rata among the Holders of the US Convertible Term Notes based on the principal amount of the US Convertible
Term Notes held by each Holder at the time of issuance of the US Convertible Term Notes or increase in the number of reserved shares of Capital Stock of US Convertible Term Note Borrower, as the case may be. In the event any Holder of US Convertible
Term Notes shall sell or otherwise transfer any portion of its US Convertible Term Notes, each transferee shall be allocated a pro rata portion of the number of shares of Capital Stock of US Convertible Term Note Borrower reserved for such
transferor. Any shares of Capital Stock of US Convertible Term Note Borrower reserved and deemed to be allocated to any Person that ceases to hold any US Convertible Term Notes shall be allocated to the remaining Holders of the US Convertible Term
Notes, pro rata based on the principal amount of the US Convertible Term Notes then held by such Holders. 
 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), 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 

  
 [****] = 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. 


  
 85 








 
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; 
 (c) the Insolvency of any Credit Party or
Subsidiary; or 
 (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. 

  
 [****] = 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. 


  
 86 








 Section 9.5 Election of
Remedies. If the Agent, the Lenders or the Holders may, under applicable law, proceed to realize their benefits under any of the Transaction Documents, the Agent, any of the Lenders or any of the Holders may, at their sole option,
determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this ARTICLE 9. If, in the exercise of any of their rights and remedies, any of the Agent, the Lenders or the Holders shall
forfeit any of their rights or remedies, including their right to enter a deficiency judgment against any Credit Party or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each
Credit Party hereby consents to such action by the Agent, such Lenders or such Holders, as applicable, and waives any claim based upon such action, even if such action by the Agent, such Lenders or such Holders shall result in a full or partial loss
of any rights of subrogation that any Credit Party might otherwise have had but for such action by the Agent, such Lenders or such Holders. Any election of remedies that results in the denial or impairment of the right of the Agent, the Lenders or
the Holders to seek a deficiency judgment against any Credit Party shall not impair any other Credit Party’s obligation to pay the full amount of the Obligations under the Transaction Documents. 

Section 9.6 Limitation. Notwithstanding any provision herein contained to the contrary, each Guarantor’s
liability under this ARTICLE 9 (which liability is in any event in addition to amounts for which Credit Parties are primarily liable under the Transaction Documents) shall be limited to an amount not to exceed as of any date of determination the
greater of: 
 (a) the net amount of all amounts advanced to such Guarantor under this Agreement or otherwise transferred to, or for the
benefit of, such Guarantor (including any interest and fees and other charges); and 
 (b) the amount that could be claimed by the Agent,
the Lenders and the Holders from such Guarantor under this ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Credit Party under Section 9.7. 

Section 9.7 Contribution with Respect to Guaranty
Obligations. 
 (a) To the extent that any Guarantor shall make a payment under this ARTICLE 9 of all or any of the
Obligations under the Transaction Documents (other than financial accommodations made to that Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then
previously or concurrently made by any other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the
same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantor as determined immediately prior
to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of 

  
 [****] = 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. 


  
 87 








 
the Transaction Documents (including all commitments (if any) to lend hereunder), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by,
each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. 

(b) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim that
could then be recovered from such Guarantor under this ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law. 
 (c) This Section 9.7 is intended only to define the relative rights of
Guarantor and nothing set forth in this Section 9.7 is intended to or shall impair the obligations of Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of
this Agreement, including Section 9.1. Nothing contained in this Section 9.7 shall limit the liability of any Credit Party to pay the financial accommodations made directly or indirectly to that Credit Party and accrued interest, fees and
expenses with respect thereto for which such Credit Party shall be primarily liable. 
 (d) The parties hereto acknowledge that the rights
of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing. 
 The
rights of the indemnifying Guarantor against other Guarantor under this Section 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the Transaction Documents.

 Section 9.8 Liability Cumulative. The liability of each Guarantor under this
ARTICLE 9 is in addition to and shall be cumulative with all liabilities of each other Credit Party to the Agent, the Lenders and the Holders under this Agreement and the other Transaction Documents to which such Credit Party is a party or in
respect of any Obligations under the Transaction Documents or obligation of the other Credit Party, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the
contrary. 
 Section 9.9 Stay of Acceleration. If acceleration of
the time for payment of any amount payable by the Credit Parties under this Agreement is stayed upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable jointly and severally by the Credit Parties hereunder forthwith on demand by the Agent. 

Section 9.10 Benefit to Credit Parties. All of
the Credit Parties and their Subsidiaries are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of each such Person has a direct impact on the success of each other Person. Each Credit Party
and each Subsidiary will derive substantial direct and indirect benefit from the purchase and sale of the Notes hereunder. 

  
 [****] = 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. 


  
 88 








 Section 9.11 Indemnity. Each Guarantor irrevocably and
unconditionally jointly and severally agrees with the Agent, each Lender and each Holder that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Agent,
such Lender and/or such Holder, as applicable, immediately on demand against any cost, loss or liability it incurs as a result of a Borrower or Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this ARTICLE 9 if the amount claimed had
been recoverable on the basis of a guarantee. 
 Section 9.12 Reinstatement. If any discharge, release or arrangement
(whether in respect of the Obligations or any security for those Obligations or otherwise) is made by the Agent, a Lender and/or a Holder in whole or in part on the basis of any payment, security or other disposition which is avoided or must be
restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this ARTICLE 9 will continue or be reinstated as if the discharge, release or arrangement had not occurred. 

Section 9.13 Guarantor Intent. Without prejudice to any other provision of this ARTICLE 9,
each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documents and/or any facility or amount made
available under any of the Transaction Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out
restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from
time to time; and any reasonable and invoiced fees, costs and/or expenses associated with any of the foregoing. 

Section 9.14 General. Notwithstanding anything to the contrary set forth herein, the provisions of this
ARTICLE 9 shall not be construed to (a) permit the Agent, Lenders or Holders to amend or otherwise modify this Agreement or the Obligations in a manner that would otherwise require the consent of the Borrowers pursuant to the express terms of
this Agreement or (b) constitute a waiver by any Borrower of such Borrower’s rights or defenses under this Agreement in such Borrower’s capacity as a Borrower hereunder. 

ARTICLE 10 
 RIGHTS
UPON EVENT OF DEFAULT 
 Section 10.1 Event of Default.
Each of the following events shall constitute an “Event of Default”: 
 (a) any Credit Parties’ failure to pay to the Agent,
the Holders and/or the Lenders any amount of (i) principal or redemptions when and as due under this Agreement or any Note (including, without limitation, the Credit Parties’ failure to pay any redemption


  
 [****] = 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. 


  
 89 








 
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, Yield Maintenance Premium, Exit Premium or other amounts (other than principal or redemptions) within five
(5) days after the same shall become due under this Agreement or any Note or any other Transaction Document, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and
thereby; 
 (b) any default occurs and is continuing under (subject to any applicable grace periods), or any redemption of or acceleration
prior to maturity of, any Indebtedness (other than the Obligations) of any Credit Party or any Subsidiary of any Credit Party in excess of $100,000; provided, that, in the event that any such default or acceleration of indebtedness is cured
or rescinded by the holders thereof prior to acceleration of the Notes, no Event of Default shall exist as a result of such cured default or rescinded acceleration; 

(c) (i) any Credit Party or any Subsidiary of any Credit Party pursuant to or within the meaning of Title 11, U.S. Code (the
“Bankruptcy Code”) or any similar federal, foreign or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B) consents to the entry of an
order for relief against it in an involuntary case, or to the conversion of an involuntary case to a voluntary case, (C) consents to the appointment of or taking of possession by a receiver, trustee, assignee, liquidator or similar official (a
“Custodian”) for all or a substantial part of its property, (D) makes a general assignment for the benefit of its creditors, or (E) is generally unable to pay its debts as they become due; (ii) the Credit Parties,
taken as a whole, become Insolvent or (iii) the board of directors (or similar governing body) of any Credit Party or any Subsidiary of any Credit Party (or any committee thereof) adopts any resolution or otherwise authorizes any action to
approve any of the actions referred to in this Section 10.1(c) or Section 10.1(d); 
 (d) any expropriation, attachment, sequestration,
distress or execution or any analogous process in any jurisdiction in which a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law, which order or decree (A) (1) is not stayed or (2) is not rescinded,
vacated, overturned, or otherwise withdrawn within sixty (60) days after the entry thereof, and (B) is for relief against any Credit Party or any Subsidiary of any Credit Party in an involuntary case, (ii) appoints a Custodian over
all or a substantial part of the property of any Credit Party or any Subsidiary of any Credit Party and such appointment continues for sixty (60) days, (iii) orders the liquidation of any Credit Party or any Subsidiary of any Credit Party,
or (iv) issues a warrant of attachment, execution or similar process against any substantial part of the property of any Credit Party or any Subsidiary of any Credit Party; 

(e) a final judgment or judgments for the payment of money in excess of $250,000 or that otherwise could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect are rendered against any Credit Party or any Subsidiary of any Credit Party, which judgments are not, within fifteen (15) days after the entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within fifteen (15) days after the expiration of such stay, unless (in the case of a monetary judgment) such judgment is covered by third-party insurance, so long as the applicable Credit Party or
Subsidiary provides the Agent 

  
 [****] = 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. 


  
 90 








 
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, 8.28 and 8.29 of this Agreement) which is curable, only if such breach continues for a period of thirty (30) days after
the earlier to occur of (A) the date upon which an executive officer of any Credit Party becomes aware of such default and (B) the date upon which written notice thereof is given to the Borrower Representative by Agent; and a breach
addressed by the other provisions of this Section 10.1; provided, the foregoing notwithstanding, the Credit Parties shall be afforded a grace period of five (5) Business Days, exercisable no more than an aggregate of twice per year
during the term of this Agreement, with regard to the delivery requirements set forth in Section 8.2 hereof; 
 (g) a Change of Control
occurs; 
 (h) any representation or warranty made by any Credit Party herein or in any other Transaction Document is breached or is false
or misleading, each in any material respect; 
 (i) any “Event of Default” occurs and is continuing with respect to any of the
other Transaction Documents beyond any applicable notice or cure period; 
 (j) (i) the written rescindment or repudiation by any Credit
Party of any Transaction Document or any of its obligations under any Transaction Document, or (ii) any Transaction Document or any material term thereof shall cease to be, or is asserted by any Credit Party not to be, a legal, valid and
binding obligation of any Credit Party enforceable in accordance with its terms; 
 (k) any Lien against the Collateral intended to be
created by any Security Document shall at any time be invalidated, subordinated (except to Permitted Liens to the extent expressly permitted under the Transaction Documents) or otherwise cease to be in full force and effect, for whatever reason, or
any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, first priority perfected Lien (to the extent that any Transaction Document obligates the parties
to provide such a perfected first priority Lien, and except to the extent Permitted Liens are permitted by the terms of the Transaction Documents to have priority) in the Collateral (except as expressly otherwise provided under and in accordance
with the terms of such Transaction Document); 
 (l) any material provision of any Transaction Document shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be contested by any Credit Party, or a proceeding shall be commenced by any Credit Party, or by any Governmental Authority having jurisdiction over such Credit Party,
seeking to establish the invalidity or unenforceability thereof, or any Credit Party shall deny that it has any liability or obligation purported to be created under any Transaction Document; 

  
 [****] = 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. 


  
 91 








 (m) Reserved; 

(n) the occurrence of (i) any event which could reasonably be expected to have a Material Adverse Effect, (ii) a State Force Majeure
Event, (iii) a Federal or Multi-State Force Majeure Event or (iv) a UK Force Majeure Event; 
 (o) (i) any Credit Party or
Subsidiary of any Credit Party liquidates, dissolves, terminates or suspends its business operations or otherwise fails to operate its business in the ordinary course; provided, the foregoing notwithstanding any of the Elevate Credit
Subsidiaries (other than a Borrower) may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time or (ii) the authority or ability
of any Credit Party or Subsidiary of any Credit Party to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any
governmental, regulatory or other authority or other person in relation to any Credit Party, any of their Subsidiaries or any of their respective assets; 

(p) Ken Rees shall, at any time for any reason, cease to be employed by Elevate Credit in the same position and with duties substantially
similar to those held as of the Third Restatement Closing Date, unless a replacement reasonably satisfactory to Agent shall have been appointed and employed within ninety (90) days of his cessation of employment; 

(q) any material decline or depreciation in the value or market price of the Collateral (whether actual or reasonably anticipated), which
causes the Collateral, in the reasonable opinion of Agent acting in good faith, to become unsatisfactory as to value or character, or which causes the Agent to reasonably believe that the Obligations are inadequately secured and that the likelihood
for repayment of the Obligations is or will soon be materially impaired, time being of the essence; 
 (r) (i) the occurrence of one or more
ERISA Events which individually or in the aggregate result(s) in or could reasonably be expected to result in liability of the Credit Parties or any of their Subsidiaries in excess of $100,000 during the term hereof; or (ii) the existence of
any fact or circumstance that could reasonably be expected to result in the imposition of a Lien pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code; 

(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; or 

(t) the failure of US Convertible Term Note Borrower to issue the Conversion Shares to the applicable Holders upon conversion of the US
Convertible Term Notes in accordance with the terms thereof. 

  
 [****] = 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. 


  
 92 








 Section 10.2 Termination of Commitments
and Acceleration Right.  
 (a) Promptly after the occurrence of an Event of
Default, the Borrower Representative shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent. At any time after the earlier of the Agent’s
receipt of an Event of Default Notice and the Agent becoming aware of an Event of Default which has not been cured or waived, (i) the Agent may (or, solely with respect to the US Term Note Commitments of the applicable Lenders to fund
additional draws under the US Term Notes, at the direction of the Required US Term Note Lenders, shall) declare all or any portion of the Commitment of each Lender to fund additional draws under the Notes to be suspended or terminated by delivering
written notice thereof (an “Event of Default Commitment Suspension or Termination Notice”) to the Borrower Representative, which Event of Default Commitment Suspension or Termination
Notice shall indicate the portion of the Commitments that the Agent is suspending or terminating, whereupon such Commitments shall forthwith be suspended or terminated, and/or (ii) the Agent may require the Borrowers to redeem all or any
portion of the Notes (provided, that any redemption of any portion of the Notes (including any tranche thereof) that changes the priority of payment to which the US Term Notes are entitled under this Agreement shall also require the consent of the
Required US Term Note Lenders and, to the extent not included in the foregoing consent by Required US Term Note Lenders, the consent of each other Lender or Holder that holds, individually, an aggregate principal amount of US Term Note Commitments
and outstanding US Term Notes of $20,000,000 or more (which consent may be in the form of an email to Agent)) (an “Event of Default Redemption”) by delivering written notice thereof (the “Event
of Default Redemption Notice”) to the Borrower Representative, which Event of Default Redemption Notice shall indicate the tranche(s) and portion(s) of the Notes that the Agent is requiring the Borrowers to redeem
(to be allocated on a pro rata basis with respect to the applicable outstanding Notes), whereupon a corresponding pro rata portion of the applicable Commitments in respect thereof shall forthwith be terminated effective upon the date of such Event
of Default Redemption Notice; provided, that upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d), and without any action on behalf of the Agent, any Holder or any Lender, the Commitments, in whole,
shall automatically be terminated and the Notes shall automatically be redeemed by the Borrowers. All Notes subject to redemption by the Borrowers pursuant to this Section 10.2 shall be redeemed by the Borrowers at a price equal to the
outstanding principal amount of such Notes, plus accrued and unpaid interest, accrued and unpaid Late Charges, accrued and unpaid Prepayment Premium, Yield Maintenance Premium or Exit Premium, as applicable, and all other amounts due under the
Transaction Documents (the “Event of Default Redemption Price”); provided, the foregoing notwithstanding, the Prepayment Premium, the Yield Maintenance Premium or the Exit Premium, as applicable,
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. 

  
 [****] = 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. 


  
 93 








 Section 10.3 Consultation Rights. Without
in any way limiting any remedy that the Agent, the Holders or the Lenders may have, at law or in equity, under any Transaction Document (including under the foregoing provisions of this ARTICLE 10) or otherwise, upon the occurrence and during the
continuance of any Event of Default, upon the request of the Agent, the Credit Parties shall hire or otherwise retain a consultant, advisor or similar Person acceptable to the Agent to advise the Credit Parties with respect to their business and
operations. 
 Section 10.4 Other Remedies. The remedies provided herein and in the
Notes shall be cumulative and in addition to all other remedies available under any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the Agent’s, any Lender’s or any Holder’s right to pursue actual damages for any failure by the Credit Parties to comply with the terms of this Agreement, the Notes and the other Transaction Documents. Amounts set forth or provided
for herein and in the Notes with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Agent, the Holders and/or the Lenders and shall not, except as expressly provided herein, be subject to any
other obligation of the Credit Parties (or the performance thereof). Each of the Credit Parties acknowledges that a breach by it of its obligations hereunder and under the Notes and the other Transaction Documents will cause irreparable harm to the
Agent, the Holders and the Lenders and that the remedy at law for any such breach may be inadequate. The Credit Parties therefore agree that, in the event of any such breach or threatened breach, the Agent, the Holders and the Lenders shall be
entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 

Section 10.5 Application of Proceeds. 

(a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of
Default, Borrowers irrevocably waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrowers or any other Credit Party of all or any part of the Obligations,
and, as between the Credit Parties on the one hand and Agent and Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem
advisable (subject to clause (b) below) notwithstanding any previous application by Agent. 
 (b) Following the occurrence and during
the continuance of an Event of Default, any and all voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations shall be delivered to the Agent and shall be applied in the following order: first, to all fees,
costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Transaction Documents or the Collateral; second, to accrued and unpaid interest on the First Out Notes on a pro rata
basis with respect to the outstanding First Out Notes; third, to the principal amount of the First Out Notes and to any Prepayment Premium thereon then due and owing on a pro rata basis with respect to the outstanding First Out Notes; fourth, to
accrued and unpaid interest on the US Last Out Term 

  
 [****] = 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. 


  
 94 








 
Notes and the Fourth Tranche US Last Out Term Notes on a pro rata basis with respect to the outstanding US Last Out Term Notes; fifth, to the principal amount of the US Last Out Term Notes and
the Fourth Tranche US Last Out Term Notes and to any Prepayment Premium or any Yield Maintenance Premium, as applicable, thereon then due and owing on a pro rata basis with respect to the US Last Out Term Notes and the Fourth Tranche US Last Out
Term Notes; sixth, to accrued and unpaid interest on the US Convertible Term Notes on a pro rata basis with respect to the outstanding US Convertible Term Notes; seventh, to the principal amount of the US Convertible Term Notes and to any Exit
Premium thereon then due and owing on a pro rata basis with respect to the US Convertible Term Notes. 
 (c) Any payments, prepayments or
proceeds of Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Agent for application under Section 10.5(b). Any balance
remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrower Representative or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In
carrying out any of the applications set forth in this Section 10.5, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the
Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. 

ARTICLE 11 

BANKRUPTCY MATTERS 

In the event of any Insolvency Proceeding involving a Credit Party or the liquidation or dissolution of a Credit Party: 

Section 11.1 General. This Agreement shall be applicable both before and after the filing of any
Insolvency Proceeding, including, without limitation, any case or proceeding of the type described in Sections 10.1(c) or 10.1(d) of this Agreement, and all converted or succeeding cases in respect thereof, and all references herein to any Credit
Party shall be deemed to apply to the trustee for such Credit Party and such Credit Party as a debtor-in-possession. The relative rights of the First Out Note Holders,
the Last Out Note Holders and the Convertible 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 US Last Out Term Notes and the Fourth Tranche US Last Out Term
Notes are fundamentally different from the Obligations in respect of 

  
 [****] = 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. 


  
 95 








 
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. Each Convertible Note Holder acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Obligations in respect of the US Convertible
Term Notes are fundamentally different from the Obligations in respect of the First Out Notes, the US Last Out Term Notes and the Fourth Tranche US Last Out Term 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 Convertible 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 the Last Out Note Holders or shall oppose any pleading or motion by the First Out Note Holders or the Last Out Note Holders for the First Out Note Holders and/or 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 US Last Out Term Notes, the Fourth Tranche US Last Out Term Notes or the US Convertible 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 the Convertible 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 or the Convertible Note Holders) under Section 363 of the Bankruptcy Code, then each Last
Out Note Holder and each Convertible Note Holder agrees as follows: (i) adequate notice to such Last Out Note Holder or such Convertible Note Holder for such DIP Financing or use of cash collateral shall be deemed to have been given to the Last
Out Note Holders or such Convertible Note Holder if the Last Out Note Holders or the Convertible Note Holders, as applicable, 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 or Convertible 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 or Convertible 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 and the Convertible Note Holders) as adequate protection of their interests in the Collateral, any DIP Financing or any cash collateral use and shall be deemed to have waived any objections to such adequate protection, DIP
Financing or cash collateral use, including, without limitation, any objection alleging Credit Parties’ failure to provide “adequate protection” of the interests of the Last Out Note Holders or the Convertible Note Holders in the
Collateral; and 

  
 [****] = 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. 


  
 96 








 (b) no Last Out Note Holder, Convertible Note Holder or any of their respective 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 US Last Out Term Notes,
the Fourth Tranche US Last Out Term Notes and the US Convertible 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 the US Last Out Term Notes, the Fourth Tranche US Last Out Term Notes and the US Convertible Term Notes), any DIP Financing or any claims of the holders of the Obligations (other than the US Last Out Term Notes, the
Fourth Tranche US Last Out Term Notes and the US Convertible 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 US Last Out
Term Notes or 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. Notwithstanding any rights or remedies available to any Convertible Note Holder
under any Transaction Document, applicable law or otherwise, prior to the Maturity Date (as the same may be extended) of the US Convertible Term Notes, no Convertible 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 or
Convertible 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 or
Convertible 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 or Convertible 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 or the Convertible Note Holders) to seek relief from the automatic stay or any other stay in
any Insolvency Proceeding in respect of the Collateral. 

  
 [****] = 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. 


  
 97 








 ARTICLE 12 

AGENCY PROVISIONS 

Section 12.1 Appointment. Each of the Holders and Lenders hereby irrevocably designates and appoints Agent as
the administrative agent and collateral agent of such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Transaction Documents for the term hereof (and Agent hereby accepts such appointment), and
each such Holder and Lender irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to
the Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction
Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby
authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections
10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file
and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or
similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes
stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the
Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Credit Parties and/or the Collateral, whether under the
Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver;
provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection
of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders
to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such
further actions to the extent, and only to the extent, so authorized and directed. Sections 12.5 and 12.9 shall apply to any collateral sub-agent described in the proviso to the immediately preceding
sentence and its Related Parties in connection with their respective actions and activities described therein. Any reference to the Agent in this 

  
 [****] = 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. 


  
 98 








 
Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction
Documents, Agent (a) is acting solely on behalf of the Agent, Lenders and Holders (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding
the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is
not assuming any obligation under any Transaction Document other than as expressly set forth therein or any role as agent (except as expressly set forth in this Agreement and the other Transaction Documents), fiduciary or trustee of or for any
Lender, Holder or any other Person and (c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of the Transaction
Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence. 

Section 12.2 Binding Effect. Each Lender and Holder, by accepting the benefits of
the Loan Documents, agrees that (a) any action taken by Agent (or, when expressly required hereby, all the Holders) in accordance with the provisions of the Transaction Documents, (b) any action taken by Agent in reliance upon the
instructions of Required Lenders (or, when expressly required hereby, all the Holders) and (c) the exercise by Agent (or, when expressly required hereby, all the Holders) of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and Holders. 

Section 12.3 Use of Discretion. Agent shall not be required
to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to
instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it
from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its
Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the
authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall
be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided, that the foregoing shall not prohibit (a) Agent from exercising on its own
behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or
(c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided,
further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10


  
 [****] = 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. 


  
 99 








 
and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 
 Section 12.4
Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or the other Transaction Documents by or through agents or attorneys in fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by the Agent with reasonable care. 

Section 12.5 Exculpatory Provisions. Neither the Agent nor any of its Related Parties
shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for actions occasioned by its or such Person’s own gross negligence or willful misconduct), or
(b) responsible in any manner to any of the Holders or Lenders for any recitals, statements, representations or warranties made by the Credit Parties or any of their Subsidiaries or any officer thereof contained in this Agreement, the other
Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or the other Transaction Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or for any failure of the Credit Parties or any of their Subsidiaries to perform its obligations hereunder or thereunder. The Agent shall
not be under any obligation to any Holder or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or of any other Transaction Document, or to inspect the
properties, books or records of the Credit Parties or any of their Subsidiaries. 
 Section 12.6
Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless the Agent shall have
actual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Transaction Documents unless it shall first receive such advice or concurrence of the Required Lenders
(or, when expressly required hereby, all the Holders) as it deems appropriate, if any, or it shall first be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). The Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Transaction Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Holders), and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: 

(a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required
Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); 

  
 [****] = 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. 


  
 100 








 (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


  
 [****] = 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. 


  
 101 








 
Documents, and such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and
their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Holders and Lenders by the Agent hereunder or under the other Transaction Documents, the Agent shall not have any duty or responsibility to
provide any Holder or Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may come into the possession
of the Agent or any of its respective officers, directors, employees, agents, attorneys in fact, Subsidiaries or Affiliates. 

Section 12.9 Indemnification. Each of the Holders and Lenders hereby agrees to indemnify the Agent in its
capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to the respective amounts of their Notes, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Notes) be imposed on, incurred
by or asserted against the Agent in any way relating to or arising out of this Agreement, the other Transaction Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Holder or Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements to the extent they result from the Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable
judgment or order. The agreements in this Section 12.9 shall survive the payment of the Notes and all other amounts payable hereunder and the termination of this Agreement and the other Transaction Documents. 

Section 12.10 The Agent in Its
Individual Capacity. The Agent and its Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties or any of their Subsidiaries as
though the Agent were not an Agent hereunder. With respect to any Note issued to it, the Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any Holder or Lender and may exercise the same as though
it were not an Agent, and the terms “Holders” and “Lenders” shall include the Agent in its individual capacity. 

Section 12.11 Resignation or Removal of
the Agent; Successor Agent. The Agent may resign as Agent at any time by giving thirty (30) days advance notice thereof to the Holders and Lenders and the
Borrowers and, thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. If the Agent becomes subject to an insolvency proceeding under Bankruptcy Law that is not dismissed within sixty (60) days after
commencement thereof or ceases to operate its business as a going concern, the Required Lenders (determined solely for purposes of this sentence without taking into account any Lenders or Holders that are Affiliates of Agent) may, upon 20 days’
prior written notice, remove the Agent and, thereafter, the removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Lenders (determined, solely in the case of the removal of
Agent in accordance with the immediately preceding sentence, without taking into account any 

  
 [****] = 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. 


  
 102 








 
Lenders or Holders that are Affiliates of Agent) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, then the Agent may,
on behalf of the Holders and Lenders, appoint a successor Agent reasonably acceptable to the Borrowers (so long as no Event of Default has occurred and is continuing) and, in the case of a removal of Agent, reasonably acceptable to Required Lenders
(determined solely for purposes of this sentence without taking into account any Lenders or Holders that are Affiliates of Agent). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent, as applicable. After any retiring Agent’s resignation hereunder as Agent or any removed Agent’s removal hereunder as Agent, as
the case maybe, the provisions of this Section 12.11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the
date which is thirty (30) days following a retiring Agent’s notice of resignation or a removed Agent’s receipt of a notice of removal, as applicable, the retiring Agent’s resignation or the removed Agent’s removal, as the
case may be, shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.
Notwithstanding the foregoing, the resignation of the Agent may, at the election of the Agent upon prior written notice thereof to the Last Out Note Holders and the Borrower Representative, be effective immediately upon the date that no Credit
Exposure exists (other than Credit Exposure with respect to the 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 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 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 

  
 [****] = 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. 


  
 103 








 
equal to any applicable withholding Tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the IRS or any other Governmental Authority asserts a claim that
Agent did not properly withhold tax from amounts paid to or for the account of any Lender or Holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of,
withholding tax with respect to a particular type of payment, or because such Lender or Holder failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective,
failed to maintain a Participant Register or for any other reason), or Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such Lender or Holder shall promptly indemnify Agent fully for all
amounts paid, directly or indirectly, by Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Agent may offset against any payment to any Lender or Holder under a Transaction Document, any applicable withholding tax that was required to be withheld from any prior payment to
such Lender or Holder but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender or Holder under this Section 12.13. 

Section 12.14 Release of Collateral or
Guarantors. Each Lender and Holder hereby consents to the release and hereby directs Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: 

(a) any Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower) from its guaranty of any Obligation if all of the Equity
Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such
Subsidiary would not be required to guaranty any Obligations; and 
 (b) any Lien held by Agent for the benefit of the Lenders and Holders
against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens
required to be granted in such Collateral pursuant to this Agreement after giving effect to such transaction have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon clause (xiii) of the definition of
Permitted Liens and (iii) all of the Collateral and all Credit Parties, upon (A) indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the Transaction Documents (including all
commitments (if any) to lend hereunder and (B) to the extent requested by Agent, receipt by Agent and the Lenders and Holders of liability releases from the Credit Parties each in form and substance acceptable to Agent. 

ARTICLE 13 

MISCELLANEOUS 

Section 13.1 Payment of Expenses. The Credit Parties shall
reimburse the Agent, the Lenders and the Holders on demand for all reasonable costs and expenses, including, without 

  
 [****] = 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. 


  
 104 








 
limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by the Agent, the Lenders and the Holders in connection with (i) the
investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, this Agreement and any other Transaction Document, any commitment or proposal
letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, and any other transactions between the Credit Parties and the Agent, the Lenders and the Holders,
including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review)
costs; provided, that the aggregate amount of such cost and expenses which shall be required to be reimbursed under this Agreement and the other Transaction Documents with regard to all matters through and including the Second Restatement
Closing Date shall not exceed $100,000; (ii) the collection, protection or enforcement of any rights in or to the Collateral; (iii) the collection of any Obligations; (iv) the administration and enforcement of Agent’s, any
Lender’s and any Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by Agent, the Lenders or the Holders for such purposes, and
any costs and expenses incurred in connection with the forbearance of any of the rights and remedies of the Agent, the Lenders and any Holders hereunder); (v) any refinancing or restructuring of the Notes whether in the nature of a “work-out,” in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; (vi) the assignment, transfer or syndication of the Notes; and (vii) any liability for any Non-Excluded Taxes, if any, including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the
Agent, the Lenders and/or the Holders), that may be payable in connection with the purchase of the Notes contemplated by this Agreement and the other Transaction Documents. The Credit Parties shall also pay all normal service charges with respect to
all accounts maintained by the Credit Parties with the Lenders and/or the Holders and any additional services requested by the Credit Parties from the Lenders and/or the Holders. All such costs, expenses and charges shall constitute Obligations
hereunder, shall be payable by the Credit Parties to the applicable Lenders or Holders on demand, and, until paid, shall bear interest at the highest rate then applicable to the Notes hereunder. Without limiting the foregoing, if (a) any Note
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or any Holder or Lender otherwise takes action to collect amounts due under such Note or to enforce the provisions of this
Agreement or such Note or (b) there occurs any bankruptcy, reorganization, receivership of any Credit Party or other proceedings affecting creditors’ rights and involving a claim under this Agreement or such Note, then the Credit Parties
shall pay the costs incurred by such Holder or such Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’
fees and disbursements (including such fees and disbursements related to seeking relief from any stay, automatic or otherwise, in effect under any Bankruptcy Law). 

Section 13.2 Governing Law; Jurisdiction;
Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would 

  
 [****] = 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. 


  
 105 








 
cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. 

Section 13.3 Counterparts. This Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party; provided that a facsimile or .pdf signature shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. 

Section 13.4 Headings. The headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. 
 Section 13.5 Severability. If any provision of
this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of
any provision of this Agreement in any other jurisdiction. 
 Section 13.6 Entire
Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Agent, the Holders, the Lenders, the Credit Parties, their Affiliates
and Persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the Credit Parties or the Agent, any Holder or any Lender makes any representation, warranty, covenant or undertaking with respect to
such matters. No provision of this Agreement, the Securities or any of the other Transaction Documents may be amended or waived other than by an instrument in writing signed by the Credit Parties and the Agent (provided, that no amendment or
waiver hereof shall (a) increase or extend any Commitment of a Lender, (b) extend the Maturity Date of any Note or postpone or delay any date fixed for the scheduled payment of principal or any payment of interest, fees or other amounts
(other than principal) due to the Lenders (or any of them) (it being agreed that, for purposes of clarification, mandatory redemptions pursuant to Section 2.3(b) may be postponed, 

  
 [****] = 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. 


  
 106 








 
delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the Agent), (c) decrease the amount or rate of interest (it being agreed that waiver of the
Default Rate shall only require the consent of the Agent), premium, principal or other amounts payable hereunder or under any Note or forgive or waive any such payment (it being agreed that mandatory redemptions pursuant to Section 2.3(b) may be
postponed, delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the Agent), (d) change Section 2.1(f) or 10.5(b) or any other provision of this Agreement that specifies the priority of payment among
the Notes, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required for the Lenders or any of them to take any action hereunder or, subject to the terms of this Agreement,
change the definition of Required Lenders or the definition of Required US Term Note Lenders, (f) discharge any Credit Party from its respective payment Obligations under the Transaction Documents, or release all or substantially all of the
Collateral, except as otherwise may be provided in this Agreement or the other Transaction Documents, (g) modify this Section 13.6 or (h) disproportionately and adversely affect any Lender or Holder as compared to other Lenders or
Holders, in each case, without the consent of all Lenders and Holders directly affected thereby (which consent may be in the form of an email to Agent); provided, further, that no amendment or waiver hereof shall waive or agree to
forbear with respect to any Event of Default arising under Section 10.1(a) (solely with respect to a failure to pay principal, interest or Unused US Term Note Commitment Fee), Section 10.1(b) or Section 10.1(f) (solely with respect to a breach of
Section 8.1) without the consent of each Lender and Holder directly affected thereby that holds, individually, an aggregate principal amount of US Term Note Commitments and outstanding US Term Notes of $20,000,000 or more (which consent may be
in the form of an email to Agent)), and any amendment or waiver to this Agreement made in conformity with the provisions of this Section 13.6 shall be binding on all Lenders and all Holders, as applicable. None of the Credit Parties has,
directly or indirectly, made any agreements with the Agent, any Lenders or any Holders relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without
limiting the foregoing, each of the Credit Parties confirms that, except as set forth in this Agreement, none of Agent, any Lender or any Holder has made any commitment or promise or has any other obligation to provide any financing to the Credit
Parties or otherwise. Whether or not it is held that the foregoing provisions are enforceable in any Insolvency Proceeding pertaining to any Borrower or any other Credit Party, (i) no Last Out Note Holder shall assert any claim, motion,
objection or argument in respect of 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 (662/3%) 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 US Last Out Term Notes in favor of such plan and (y) no Last Out Note Holder shall vote its claim in respect of 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
(662/3%) in amount and at least fifty percent (50%) in number of the claims of such Lenders (that are not Last Out Note Holders). 

  
 [****] = 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. 


  
 107 








 Section 13.7 Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided, confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or e-mail (provided, confirmation of receipt is verified by return email from
the receiver or by other written means); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be: 
 If to any of the Credit Parties: 

c/o Elevate Credit, Inc. 
 4150
International Plaza, Suite 400 
 Fort Worth, Texas 76109 

USA 

			
	Attention:	  	Chief Executive Officer
	Facsimile:	  	817-546-2700
	E-Mail:	  	krees@elevate.com

 with a copy (for informational purposes only) to: 

Coblentz, Patch, Duffy & Bass LLP 

One Montgomery Street, Suite 3000 

San Francisco, California 94104 

USA 

			
	Telephone:	  	(415) 391-4800
	Facsimile:	  	(415) 989-1663
	Attention:	  	Paul J. Tauber, Esq.
	 E-Mail:
	  	pjt@cpdb.com

 and a copy (for informational purposes only) to: 

Walker Morris LLP 
 Kings Court,
12 King Street, Leeds, LS1 2HL 

			
	Telephone:	  	+44 (0)113 283 2504
	Attention:	  	Michael Taylor, Partner
	E-Mail:	  	michael.taylor@walkermorris.co.uk

 If to the Agent: 

Victory Park Management, LLC 
 227
W. Monroe Street, Suite 3900 
 Chicago, Illinois 60606 

			
	USA	  	
	Telephone:	  	(312) 705-2786
	Facsimile:	  	(312) 701-0794
	Attention:	  	Scott R. Zemnick, General Counsel
	E-mail:	  	szemnick@vpcadvisors.com


  
 [****] = 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. 


  
 108 








 with a copy (for informational purposes only) to: 

 

			
	Katten Muchin Rosenman LLP
	525 West Monroe Street
	Chicago, Illinois 60661
	USA	  	
	Telephone:	  	(312) 902-5297 and (312) 902-5495
	Facsimile:	  	(312) 577-8964 and (312) 577-8854
	Attention:	  	Mark R. Grossmann, Esq. and Scott E. Lyons, Esq.
	E-mail:	  	mg@kattenlaw.com and scott.lyons@kattenlaw.com

 If to a Lender, to its address, facsimile number and e-mail address set forth on the
Schedule of Lenders, with copies to such Lender’s representatives as set forth on the Schedule of Lenders, 
 If to a Holder (that is not
also a Lender), to the address, facsimile number and e-mail address as such Holder has specified by written notice given to each other party at the time such Holder has become a Holder hereunder, 

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clauses (i), (ii) or (iii) above, respectively. 

Section 13.8 Successors and Assigns; Participants. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns, including any purchasers of the Notes or the Conversion Shares. None of the Credit Parties shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of Agent, including by way of a Change of Control. Subject to the provisions of Section 2.7, 2.8 and 2.9 hereof, a Lender or Holder may assign some or all of its rights and obligations hereunder
in connection with the transfer of any of its Notes or Conversion Shares to any Person (an “Assignee”), with the prior written consent of the Agent and, so long as no Event of Default exists, the Borrower Representative (which
consent of the Borrower Representative shall not be unreasonably withheld, conditioned or delayed and neither of which consents shall be required for an assignment by (i) a Lender to an Assignee that is (A) another Lender or Holder or
(B) an Affiliate of such assigning Lender or (ii) a Holder to an Assignee that is (A) another Holder or Lender or (B) an Affiliate of such assigning Holder); provided, however, that (a) the Borrower


  
 [****] = 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. 


  
 109 








 
Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received
notice thereof, (b) for purposes of clarification, the Borrower Representative hereby consents to any such assignment (including, without limitation, a Principal Only Assignment (as defined below)) to each of (i) Raven Capital Management,
LLC, (ii) Hudson Cove Capital Management LLC, (iii) BasePoint Capital and/or (iv) their respective Affiliates, (c) anything herein to the contrary notwithstanding, the UK Term Notes may not be offered, sold or delivered, directly
or indirectly, within the United Kingdom or to, or for the account or benefit of a Person within the United Kingdom and no transfer of UK Term Notes made in breach of this restriction will be registered by the UK Borrower and (d) no Notes or
Commitments may be offered, assigned, sold or delivered by a Lender or Holder that is not an Affiliate of Agent to any Person (other than to (x) an Affiliate of such Lender or Holder or (y) to a Lender or Holder that is an Affiliate of
Agent) without first offering to Agent and Agent’s designees an opportunity to purchase such Notes and/or Commitments at their fair market value (such fair market value to be reasonably determined by such transferring Lender or Holder and
Agent, provided, that if such transferring Lender or Holder obtains a bona fide offer from a third party that is a permitted Assignee for such Notes and/or Commitments and such Lender or Holder is prepared to accept such offer, the fair market value
shall be the price offered by such third party for such Notes and/or Commitments). Each such permitted Assignee shall be deemed to be the Lender (or, as provided below, a Holder) hereunder with respect to such assigned rights and obligations,
and the Credit Parties shall ensure that such transferee is registered as a Holder and that any Liens on the Collateral shall be for the benefit of such Holder (as well as the other Holders of Notes). Notwithstanding anything in this Agreement to
the contrary, Agent may from time to time update the Schedule of Lenders attached hereto to reflect any assignments made pursuant to this Section 13.8. For purposes of clarification, a Lender may assign all or a portion of such
Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the applicable Commitments. Any Assignee of all
or a portion of a Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment(s) (such assignment, a
“Principal Only Assignment”), shall be deemed a “Holder” and not a “Lender” hereunder, and all or such portion of the Notes held by such Lender that shall have been assigned to such Holder pursuant to the
Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, if requested by such Holder, a Note payable to such Holder in an amount equal to the principal amount of outstanding Notes as shall have been
assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any Assignee of a Principal Only Assignment shall have no obligation to fund or advance any draws under this Agreement or any Note. For purposes of
determining whether the Borrowers have reached the Maximum US Term Note Commitment, Maximum UK Term Note Commitment, Maximum US Last Out Term Note Commitment, Maximum Fourth Tranche US Last Out Term Note Commitment and/or Maximum US Convertible 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 

  
 [****] = 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. 


  
 110 








 
Section 5.1(f)(i) or (ii) an opinion from other legal counsel reasonably acceptable to the Assignee to the effect of such opinion letter, in either case dated on or before the effective date
of such assignment. In addition to the other rights provided in this Section 13.8, each Lender may, without notice to or consent from Agent or the Borrower Representative, sell participations to one or more Persons in or to all or a portion of
its rights and obligations under the Transaction Documents (including all its rights and obligations with respect to the Notes); provided, however, that, whether as a result of any term of any Transaction Document or of such participation,
(i) no such participant shall have a commitment, or be deemed to have made an offer to commit, to fund draws under the Notes hereunder, and, except as provided in the applicable participation agreement, none shall be liable for any obligation
of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Agent and other Lenders towards such Lender, under any Transaction Document shall remain unchanged and each
other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the applicable Obligations in the Register, except that each such participant shall be entitled to the benefit of Section 2.6; provided,
however, that in no case shall a participant have the right to enforce any of the terms of any Transaction Document, and (iii) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s
ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Transaction Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Transaction
Documents (including the right to enforce or direct enforcement of the Obligations). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the
“Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a
participant’s interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person other than Agent except to the extent that such disclosure is necessary to establish that such
commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any
related Treasury regulations promulgated thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register. 

Section 13.9 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 

Section 13.10 Survival. The representations, warranties, agreements and covenants of the Credit
Parties and the Lenders contained in the Transaction Documents shall survive the Third Restatement Closing. Each Lender and each Holder shall be responsible only for its own agreements and covenants hereunder. 

  
 [****] = 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. 


  
 111 








 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 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 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. 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, 

  
 [****] = 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. 


  
 112 








 
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 13.13
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 

Section 13.14 Waiver. No failure or delay on the part of the Agent, any Holder or any Lender in the
exercise of any power, right or privilege hereunder or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege. 
 Section 13.15 Payment Set Aside. To the extent
that any of the Credit Parties makes a payment or payments to the Agent, the Holders or the Lenders hereunder or pursuant to any of the other Transaction Documents or the Agent, the Holders or the Lenders enforce or exercise their rights hereunder
or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be
refunded, repaid or otherwise restored to any of the Credit Parties, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not
occurred. 
 Section 13.16 Independent Nature of the Lenders’ and the
Holders’ Obligations and Rights. The obligations of each Lender and each Holder under any Transaction Document are several and not joint with the obligations of any other Lender or Holder, and no Lender or
Holder shall be responsible in any way for the performance of the obligations of any other Lender or Holder under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Lender
or Holder pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Agent, the Holders and/or
the Lenders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents and each of the Credit Parties acknowledges that the Agent, the Lenders and the Holders are not
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Lender and each Holder confirms that it has independently participated in the negotiation of the transactions
contemplated hereby with the advice of its own counsel and advisors. Each Lender and each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any
other Transaction Documents, and it shall not be necessary for any other Lender or Holder to be joined as an additional party in any proceeding for such purpose. 

  
 [****] = 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. 


  
 113 








 Section 13.17 Set-off;
Sharing of Payments. 
 (a) Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any
of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable
Requirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such Holder or
any of their respective Affiliates to or for the credit or the account of any Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing, whether or not any demand was made under any Transaction Document
with respect to such Obligation and even though such Obligation may be unmatured. No Lender or Holder shall exercise any such right of setoff without the prior consent of Agent. Each of Agent, each Lender and each Holder agrees promptly to notify
the Borrower Representative and Agent after any such setoff and application made by such Lender, Holder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and
application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have. 

(b) If any Lender or Holder, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit
Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or 13.8 and such
payment exceeds the amount such Lender or Holder would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for
cash from other Lenders or Holders such participations in their Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent
and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided, however, that (i) if such
payment is rescinded or otherwise recovered from such Lender or Holder in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or Holder without interest and (ii) such Lender or
Holder shall, to the fullest extent permitted by applicable Requirements, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were the direct creditor
of the applicable Credit Party in the amount of such participation. 
 Section 13.18 Reserved. 

Section 13.19 Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement
is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Second 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, the Second Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the 

  
 [****] = 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. 


  
 114 








 
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 and the Second 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 or Second 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 or Second Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by
the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Transaction
Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement or Second 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 and the Second 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 or Second 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 

  
 [****] = 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. 


  
 115 








 
responsible or liable for the acts or omissions of any of them, or who may be liable for the injury or damage resulting therefrom (collectively, the “Released Parties”), of and
from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against
any of the Released Parties as of the date hereof. Each Credit Party acknowledges the foregoing release is a material inducement to Agent, each Lender’s and each Holder’s decision to extend to Borrowers the financial accommodations
hereunder and has been relied upon by the Agent, each Holder and each Lender in agreeing to purchase the Notes. 
 Section 13.21 Buy-Out Option. Each Last Out Note Holder hereby agrees that: 
 (a) at any time on or after the
date that the Agent shall have voted in favor of any waiver, amendment, consent, request or election relating to this Agreement or any other Transaction Document that requires the affirmative vote of each of the Last Out Note Holders under
Section 13.6 of this Agreement, which affirmative vote of each of the Last Out Note Holders shall not have been received (the “Holdout Buy-Out”) (the Last Out Note Holders (who failed to
provide such vote) whose interest in the US Last Out Term Notes and 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 US Last Out Term Notes and 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 US Last Out Term Notes and/or the Fourth Tranche US Last Out Term Notes, as applicable, 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 US Last Out Term Notes and 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 US Last Out Term Notes and
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 the US Last Out
Term Notes and the Fourth Tranche US Last Out Term Notes), including, without limitation, principal, interest accrued and unpaid thereon, and any unpaid fees, to the extent earned or due and payable in accordance with the Transaction Documents, and

 (ii) all expenses to the extent owing to the Last Out Note Holders (or, with respect to the Holdout Buy-Out, to the Holdout Last Out Note Holders only) in accordance with the Transaction Documents; 

  
 [****] = 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. 


  
 116 








 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 US Last Out Term Notes and the Fourth Tranche US Last Out Term Notes), its right, title, and interest with respect to the US
Last Out Term Notes and 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 US Last Out Term Notes and 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 US Last Out Term Notes and 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. 

  
 [****] = 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. 


  
 117 








 Section 13.22 Replacement of Lenders and Holders. If any Lender or Holder
(other than a Lender or Holder that is an Affiliate of Agent) fails to approve any consent, waiver, amendment or other modification to any Transaction Document that (a) requires the approval of all or all directly affected Lenders and/or
Holders, as applicable and (b) has been approved by the Required Lenders (or Agent on behalf of Required Lenders), the Borrower Representative (with notice to Agent) or Agent may, at its option, upon notice to such Lender or Holder and, solely
to the extent requested by such Lender or Holder, delivery to such Lender or Holder of copies of Borrowers’ and Agent’s executed signature page to such consent, waiver, amendment or modification (or, to the extent Required Lenders are
directly executing such consent, waiver, amendment or modification, copies of Required Lenders’ executed signature pages to such consent, waiver, amendment or modification), require such Lender or Holder (at its sole expense) to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consent required by, Section 13.8), all of its interests, rights and obligations under this Agreement and the other Transaction Documents
(including, without limitation, all of its Commitment and/or Notes, as applicable) to an Assignee acceptable to Agent; provided, that such replaced Lender or Holder, as applicable, shall have received payment of an amount equal to the aggregate
outstanding principal of its Notes, accrued and unpaid interest thereon, accrued and unpaid fees and all other amounts payable to it hereunder, in each case, as of the date of such assignment, from such Assignee (to the extent of such outstanding
principal and accrued and unpaid interest and fees) or the applicable Borrowers (in the case of all other amounts). In the event that a replaced Lender or Holder does not execute an assignment pursuant to Section 13.8 within five
(5) Business Days after receipt by such replaced Lender or Holder of notice of replacement pursuant to this Section 13.22 and presentation to such replaced Lender or Holder, as applicable, of an assignment agreement evidencing an
assignment pursuant to this Section 13.22, the Agent shall be entitled (but not obligated) to execute such an assignment agreement on behalf of such replaced Lender or Holder, as applicable, and any such assignment agreement so executed by the
replacement Lender or Holder, as applicable, Agent and, to the extent required by Section 13.8, Borrower Representative, shall be effective for purposes of this Section 13.22 and Section 13.8. Upon any such assignment and payment and
compliance with the other provisions of Section 13.8, such replaced Lender or Holder, as applicable, shall no longer constitute a “Lender” or “Holder”, as the case may be, for purposes hereof; provided, any rights of such
replaced Lender or Holder to indemnification by the Credit Parties hereunder shall survive. 
 [Signature Pages Follow] 

  
 [****] = 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. 


  
 118 








 IN WITNESS WHEREOF, each party has caused its signature page to this Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	US TERM NOTE BORROWER:
	
	RISE SPV, LLC, a Delaware limited liability company, as the 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 Term Note Borrower

		
	By:	 	 /s/ Kenneth E. Rees

	Name:	 	 Kenneth E. Rees

	Title:	 	 Director

	
	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




  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	US CONVERTIBLE TERM NOTE BORROWER:
	
	ELEVATE CREDIT, INC., a Delaware corporation, as the US Convertible Term Note Borrower
		
	By:	 	 /s/ Kenneth E. Rees

	Name:	 	Kenneth E. Rees
	Title:	 	President



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	GUARANTORS:
	
	 ELEVATE CREDIT, INC.

ELASTIC FINANCIAL, LLC
 ELEVATE DECISION SCIENCES,
LLC
 RISE CREDIT, LLC
 FINANCIAL EDUCATION,
LLC

	
	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



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third 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 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 NORTH DAKOTA,
LLC
 RISE CREDIT OF SOUTH CAROLINA, LLC
 RISE
CREDIT OF SOUTH DAKOTA, LLC
 RISE CREDIT OF UTAH, 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 OREGON, LLC
 RISE CREDIT OF NEBRASKA, LLC

RISE CREDIT OF LOUISIANA, LLC
 RISE CREDIT OF TEXAS,
LLC
 RISE CREDIT OF TENNESSEE, 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



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third 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@WORK, LLC

ELEVATE@WORK ADMINISTRATION, 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



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third 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 AND HOLDERS:
	
	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
	
	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



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	LENDERS AND HOLDERS (CON’T.)
	
	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
	
	VPC INVESTOR FUND A, L.P.
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory
	
	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



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	LENDERS AND HOLDERS (CON’T.)
	
	VPC INVESTOR FUND C, L.P.
		
	By:	 	VPC Investor Fund GP C, L.P.
	Its:	 	General Partner
		
	By:	 	VPC Investor Fund UGP C, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	General Counsel
	
	VPC SPECIALTY LENDING INVESTMENTS PLC
		
	By: 	 	Victory Park Capital Advisors, LLC
	Its: 	 	Investment Manager
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	General Counsel



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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 Third Amended and Restated
Financing Agreement to be duly executed as of the date first written above. 
  

			
	LENDERS AND HOLDERS (CON’T.)
	
	VPC SPECIALTY LENDING FUND (NE), LTD.
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory
	
	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:	 	Authorized Signatory
	
	VPC INVESTOR FUND G-1, L.P.
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory
	
	VPC SPECIALTY FINANCE FUND II, L.P.
		
	By:	 	 /s/ Scott R. Zemnick

	Name:	 	Scott R. Zemnick
	Title:	 	Authorized Signatory



  
 Third Amended and Restated Financing
Agreement 
 [****] = 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. 


  








 SCHEDULE OF LENDERS 

 

	1.	US Term Notes 

  

									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

US Term

Notes:
	  	 Outstanding
Principal
Amount
under
US
Term Notes
as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Specialty Finance Fund I, L.P.	  	227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R. Zemnick
E-mail: szemnick@vpcadvisors.com	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP


525 West Monroe Street


Chicago, IL 60661


Telephone:       (312) 902-5297


 (312) 902-5495


Facsimile:        (312)
577-8964

  (312) 577-8854


Attention:         Mark R. Grossmann


 Scott E. Lyons


E-mail:             
mg@kattenlaw.com

  scott.lyons@kattenlaw.com

					
	VPC Specialty Finance Fund II, L.P.	  	227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R. Zemnick
E-mail: szemnick@vpcadvisors.com	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661


Telephone:       (312) 902-5297


 (312) 902-5495


Facsimile:        (312) 577-8964

 (312) 577-8854


Attention:         Mark R. Grossmann


 Scott E. Lyons


E-mail:             
mg@kattenlaw.com

  scott.lyons@kattenlaw.com

					
	VPC Specialty Lending Fund (NE), Ltd.	  	227 W. Monroe Street
Suite 3900
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

					
	[****]	  	[****]	  	[****]	  	[****]	  	[****]
					
	[****]	  	[****]	  	[****]	  	[****]	  	[****]


  
 [****] = 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. 


  
 Schedule - 1 









									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

US Term

Notes:
	  	 Outstanding
Principal
Amount
under
US
Term Notes
as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Investor Fund A, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661


Telephone:       (312)
902-5297
 (312) 902-5495


Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Investor Fund B, LLC	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
 525 West Monroe
Street
 Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com

  scott.lyons@kattenlaw.com

					
	VPC Investor Fund C, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
 525 West Monroe
Street
 Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com

  scott.lyons@kattenlaw.com

					
	[****]	  	[****]	  	[****]	  	[****]	  	[****]
					
	[****]	  	[****]	  	[****]	  	[****]	  	[****]
					
	VPC Investor Fund G-1, L.P.	  	 227 W. Monroe Street
 Suite 3900

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



  
 [****] = 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. 


  
 Schedule - 2 









									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

US Term

Notes:
	  	 Outstanding
Principal
Amount

under US

Term Notes
as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
		  		  	Aggregate Commitment to Fund Draws under US Term Notes: $350,000,000	  	Aggregate Outstanding Principal Amount under US Term Notes as of Third Restatement Closing: $222,000,000	  	


  
 [****] = 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. 


  
 Schedule - 3 









	2.	UK Term Notes 

  

									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment
to Fund
Draws under
UK
Term
Notes:
	  	 Outstanding
Principal
Amount
under
UK
Term Notes
as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Specialty Finance Fund I, L.P.	  	227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R. Zemnick
E-mail: szemnick@vpcadvisors.com	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann
 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
  scott.lyons@kattenlaw.com

					
	VPC Offshore Unleveraged Private Debt Fund, L.P.	  	227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R. Zemnick
E-mail: szemnick@vpcadvisors.com	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
  scott.lyons@kattenlaw.com

					
	VPC Investor Fund B, LLC	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
 525 West Monroe
Street
 Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Investor Fund C, L.P.	  	 227 W. Monroe Street
 Suite 3900

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



  
 [****] = 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. 


  
 Schedule - 4 









									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment
to Fund

Draws under
UK Term
Notes:
	  	 Outstanding
Principal
Amount
under UK
Term Notes

as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number 

					
	VPC Specialty Lending Investments PLC	  	 227 W. Monroe Street

 Suite 3900


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: $50,000,000	  	Aggregate Outstanding Principal Amount under UK Term Notes as of Third Restatement Closing: $47,800,000	  	


  
 [****] = 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. 


  
 Schedule - 5 









	3.	US Last Out Term Notes 

  

									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
Draws under
US Last Out

Term Notes:
	  	 Outstanding
Principal
Amount
under
US
Last Out
Term Notes
as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Specialty Finance Fund I, L.P.	  	 227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R.
Zemnick
E-mail:
 szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
  scott.lyons@kattenlaw.com

					
	VPC Offshore Unleveraged Private Debt Fund, L.P.	  	 227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R.
Zemnick
E-mail:
 szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
  scott.lyons@kattenlaw.com

					
	VPC Special Opportunities Fund III Onshore, L.P.	  	 227 W. Monroe Street
Suite 3900
Chicago, IL 60606
Telephone: 312.705.2786
Facsimile: 312.701.0794
Attention: Scott R.
Zemnick
E-mail:
 szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 KattenMuchin 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	  	 227 W. Monroe Street
 Suite 3900

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



  
 [****] = 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. 


  
 Schedule - 6 









									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
Draws under
US Last Out

Term Notes:
	  	 Outstanding
Principal
Amount
under US

Last Out
Term Notes

as of Third
Restatement
Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Investor Fund C, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail:

szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
 525 West Monroe
Street
 Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
  scott.lyons@kattenlaw.com

					
	VPC Investor Fund G-1, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail:

szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
 525 West Monroe
Street
 Chicago, IL 60661

Telephone:       (312) 902-5297

 (312) 902-5495

Facsimile:        (312) 577-8964

 (312) 577-8854

Attention:         Mark R. Grossmann

 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Specialty Lending Fund (NE), Ltd.	  	 227 W. Monroe Street
 Suite 3900

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
US Last Out
Term Notes:
$45,000,000	  	Aggregate
Outstanding
Principal
Amount
under US
Last Out
Term Notes
as of Third
Restatement
Closing:
$45,000,000	  	
		  		  		  	


  
 [****] = 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. 


  
 Schedule - 7 









	4.	Fourth Tranche US Last Out Term Notes 

  

									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

Fourth
Tranche US
Last Out

Term Notes:
	  	 Outstanding

Principal
 Amount

under
 Fourth

Tranche US
 Last
Out
 Term Notes
 as
of Third
 Restatement

Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Special Finance Fund I, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312)
902-5297
 (312) 902-5495

Facsimile:        (312)
577-8964
 (312) 577-8854

Attention:         Mark R. Grossmann
 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Investor Fund B, LLC	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661

Telephone:       (312)
902-5297
 (312) 902-5495

Facsimile:        (312)
577-8964
 (312) 577-8854

Attention:         Mark R. Grossmann
 Scott E. Lyons

E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Specialty Lending Investments Intermediate, L.P.	  	 227 W. Monroe Street
 Suite 3900

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



  
 [****] = 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. 


  
 Schedule - 8 









									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

Fourth
Tranche US
Last Out

Term Notes:
	  	 Outstanding

Principal
 Amount

under
 Fourth

Tranche US
 Last
Out
 Term Notes
 as
of Third
 Restatement

Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
		  		  	 Aggregate Commitment to Fund Draws under Fourth Tranche US Last Out Term Notes: $25,000,000
	  	 Aggregate Outstanding Principal Amount under Fourth Tranche US Last Out Term Notes as of Third Restatement
Closing:
 $25,000,000
	  	


  
 [****] = 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. 


  
 Schedule - 9 









	5.	US Convertible Term Notes 

  

									
	 Lender
	  	 Address and Facsimile

Number
	  	 Commitment

to Fund
 Draws under

US
 Convertible

Term Notes:
	  	 Outstanding

Principal
 Amount

under US

Convertible
 Term
Notes
 as of Third

Restatement

Closing:
	  	 Legal Representative’s Address and

Facsimile Number

					
	VPC Specialty Finance Fund I, L.P.	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661


Telephone:       (312)
902-5297
 (312) 902-5495


Facsimile:        (312) 577-8964

 (312) 577-8854


Attention:         Mark R. Grossmann
 Scott E. Lyons


E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Investor Fund B, LLC	  	 227 W. Monroe Street
 Suite 3900

Chicago, IL 60606
 Telephone: 312.705.2786

Facsimile: 312.701.0794
 Attention: Scott R. Zemnick

E-mail: szemnick@vpcadvisors.com
	  	[****]	  	[****]	  	 Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, IL 60661


Telephone:       (312)
902-5297
 (312) 902-5495


Facsimile:        (312)
577-8964
 (312) 577-8854


Attention:         Mark R. Grossmann
 Scott E. Lyons


E-mail:             
mg@kattenlaw.com
 scott.lyons@kattenlaw.com

					
	VPC Specialty Lending Investments Intermediate, L.P.	  	 227 W. Monroe Street
 Suite 3900

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 US Convertible Term Notes: $25,000,000	  	 Aggregate Outstanding Principal Amount under US Convertible Term Notes as of Third Restatement Closing:

$25,000,000
	  	


  
 [****] = 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. 


  
 Schedule - 10 









 EXHIBIT A-1 

FORM OF SENIOR SECURED US TERM NOTE 
  

			
	              ,
201  
	  	Principal: U.S. $        

 FOR VALUE RECEIVED, RISE SPV, LLC, a Delaware limited liability company (the
“US 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 Third Amended and Restated Financing Agreement, dated as of
February 1, 2017, by and among the US 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 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 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 the 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, the 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 the US Term Note Borrower will not be affected by any notice to the contrary. 

  
 [****] = 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. 








 This Note shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Note and all disputes arising hereunder shall be governed by, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto (a) agree that any legal action or proceeding with respect to this Note
or any other agreement, document, or other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware, (b) irrevocably waive any objections which either may now or hereafter
have to the venue of any suit, action or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned courts, and (c) further
irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. 

THE HOLDER AND THE 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] 

  
 [****] = 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 








 IN WITNESS WHEREOF, the US Term Note Borrower has caused this Note to be duly executed as of the
date set out above. 
  

			
	US TERM NOTE BORROWER:
	
	RISE SPV, LLC, a Delaware limited liability company
		
	By:	 	Elevate Credit, Inc., a Delaware
		 	Corporation, its Sole Member
		
	By:	 	  

	Name:	 	 Kenneth E. Rees

	Title:	 	 President




  
 [****] = 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 A-2 

FORM OF SENIOR SECURED UK TERM NOTE 
  

			
	              ,
201  
	  	 Note#    /    /    -    

 
 Principal: U.S.
$        


 FOR VALUE RECEIVED, THINK FINANCE (UK) 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 Third Amended and Restated
Financing Agreement, dated as of February 1, 2017, 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 (including all Senior Secured UK Term Notes issued in exchange, transfer, or replacement hereof, this “Note”) is one of the Senior Secured UK 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 the UK Term Note Borrower as provided in the Financing
Agreement. 
 This Note may be offered, sold, assigned or transferred by the Holder as provided in the Financing Agreement; provided, this
Note may not be offered, sold or delivered, directly or indirectly, within the United Kingdom or to, or for the account or benefit of a Person within the United Kingdom. No transfer of Notes made in breach of this restriction will be registered
by the UK Term Note Borrower 
 This Note is a registered Note and, as provided in the Financing Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written 

  
 [****] = 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. 








 
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 of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto
(a) agree that any legal action or proceeding with respect to this Note or any other agreement, document, or other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware,
(b) irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection
herewith, brought in the aforementioned courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. 

THE HOLDER AND 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] 

  
 [****] = 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 








 IN WITNESS WHEREOF, the UK Term Note Borrower has caused this Note to be duly executed as of the
date set out above. 
  

			
	US TERM NOTE BORROWER:
	
	THINK FINANCE (UK) LTD., a company incorporated under the laws of England with number 05041905
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [****] = 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 A-3 

FORM OF SENIOR SECURED US LAST OUT TERM NOTE 
  

			
	              ,
201  
	  	 Note#    /    /    -    

 
 Principal: U.S.
$        


 FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company
(the “US Last Out Term Note Borrower”) hereby promises to pay to                      or its
registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Third Amended and Restated Financing
Agreement, dated as of February 1, 2017, 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, 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 US Last Out Term Note (including all Senior Secured US Last Out Term Notes issued in exchange, transfer, or replacement hereof, this “Note”) is one of the
Senior Secured 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. 

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 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. 

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 

  
 [****] = 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. 








 
US Last Out Term Note Borrower may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the US Last Out
Term Note Borrower will not be affected by any notice to the contrary. 
 This Note shall be construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and performance of this Note and all disputes arising hereunder shall be governed by, the laws of the State of Delaware, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto (a) agree that any legal action or
proceeding with respect to this Note or any other agreement, document, or other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware, (b) irrevocably waive any objections
which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned
courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. 

THE HOLDER AND 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] 

  
 [****] = 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 








 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:	 	 Kenneth E. Rees

	Title:	 	 President




  
 [****] = 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 A-4 

FORM OF SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTE 

 

			
	              ,
201  
	  	 Note#    /    /    -    

 
 Principal: U.S.
$        


 FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company
(the “US Last Out Term Note Borrower”) hereby promises to pay to                      or its
registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Third Amended and Restated Financing
Agreement, dated as of February 1, 2017, 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. 
 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 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. 

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


  
 [****] = 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. 








 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the US Last Out Term Note Borrower may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the US Last Out Term Note Borrower will not be affected by any notice to the contrary. 

This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and
performance of this Note and all disputes arising hereunder shall be governed by, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto (a) agree that any legal action or proceeding with respect to this Note or any other agreement, document, or
other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware, (b) irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action
or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned courts, and (c) further irrevocably waive any claim that any such suit,
action, or proceeding brought in any such court has been brought in an inconvenient forum. 
 THE HOLDER AND 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] 

  
 [****] = 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 








 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:	 	 Kenneth E. Rees

	Title:	 	 President




  
 [****] = 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 A-5 

FORM OF SENIOR SECURED CONVERTIBLE TERM NOTE 

Note #     /    /    -     

 

			
	             , 201  	  	Principal: U.S. $        

 FOR VALUE RECEIVED, Elevate Credit, Inc., a Delaware corporation (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 principal amount of all draws funded by the Holder to the Borrower pursuant to the terms of that certain Third Amended and Restated Financing Agreement, dated as of February 1, 2017, by
and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK
Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Borrower, the Guarantors (as defined therein) party thereto,
Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) 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 premium, if any, on the draws under this Note (as defined below) on the
dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured Convertible Term Note (including all Senior Secured Convertible Term Notes issued in exchange, transfer, or replacement hereof) is one of the Notes issued
pursuant to the Financing Agreement (collectively, the “Notes”). Capitalized terms used and not defined herein are defined in the Financing Agreement. 

1. Redemption or Prepayment. This Note is subject to optional and mandatory redemption and mandatory prepayment, in each case, on the terms specified
in the Financing Agreement. At any time an Event of Default exists, the draws 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. 
 2. Conversion. 

2.1 Conversion Into [●]. 

2.2 Manner of Conversion. [●]. 

2.3 Partial Conversion. [●]. 

3. Miscellaneous. 
 3.1 Notices.
Any notice provided to the Borrower or the Holder shall be made in accordance with the notice provisions set forth in Section 13.7 of the Financing Agreement. 

  
 [****] = 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. 








 3.2 Authorized Securities. During the period this Note is outstanding, the Borrower shall
reserve from its authorized and unissued shares a sufficient number of shares to provide for the issuance of shares of [●] upon the exercise of any conversion rights under this Note. This Note shall
constitute full authority to the officers of the Borrower who are charged with the duty of executing share certificates, to execute and issue the necessary certificates for [●] or shares of
[●], as applicable, upon the exercise of the conversion rights under this Note. All [●] and shares of [●] that may be issued
upon the exercise of rights represented by this Note will, upon such exercise or conversion, be validly issued and free from all taxes, liens, and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue). 
 3.3 No Dividends or Other Rights as a Stockholder. Except as expressly set forth herein, this
Note does not entitle the Holder to any distributions or voting rights or other rights as a holder of [●] or shares of [●] of the Borrower prior to the exercise
hereof. 
 3.4 Payments. 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. 

3.5 Acknowledgment. For the avoidance of doubt, it is acknowledged that the Holder will be entitled to the benefit of all adjustments
and changes made with regard to the Borrower’s capital stock as a result of splits, recapitalizations, combinations, reclassifications, capital reorganizations or other similar transactions affecting the Borrower’s capital stock underlying
this Note that occur prior to the conversion of this Note (including any of the foregoing transactions effectuated in connection with the Borrower’s initial public offering). 

3.6 Amendment. Any term of this Note may be amended or waived with the written consent of the Borrower and the Holder. 

3.7 Assignment. This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Borrower, but subject
to applicable law and subject to the provisions of the Financing Agreement and Section 3.8 hereof. 
 3.8 Registered Note. This
Note is registered as to both principal and any stated interest with Borrower, and transfer of this Note or any rights hereunder may be effected only by surrender of the old instrument and either the reissuance by Borrower of the old instrument to
the new holder or the issuance by Borrower of a new instrument to the new holder. The foregoing requirements are intended to result in this Note being in “registered form” within the meaning of U.S. Treasury Regulations Section 1.871-14(c) and Sections 163(f), 871(h) and 881(c) of the U.S. Internal Revenue Code of 1986, as amended, and shall be interpreted and applied in a manner consistent therewith. 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. 

  
 [****] = 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 








 3.9 Governing Law; Jurisdiction. This Note shall be construed and enforced in
accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note and all disputes arising hereunder shall be governed by, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto (a) agree that any
legal action or proceeding with respect to this Note or any other agreement, document, or other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware, (b) irrevocably
waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the
aforementioned courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. 

3.10 WAIVER OF JURY TRIAL. 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. 
 [Signature Page to Follow] 

  
 [****] = 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 








 IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the date set out
above. 
  

			
	BORROWER:
	
	ELEVATE CREDIT, INC., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [****] = 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. 








 NOTICE OF EXERCISE 

 

	To:	ELEVATE CREDIT, INC. (the “Borrower”) 


[                       
                     ] 

[                       
                     ] 
 Reference
is hereby made to that certain Senior Secured Convertible Term Note, dated as of              , 201   (the “Note”). Capitalized terms used herein shall have the
respective meanings set forth in the Note. 
 (1) Pursuant to the terms of the Note, the undersigned hereby elects to convert
$         of Principal under the Note. 
 (2) Please issue
                 shares of                      of the Borrower in
the name of the undersigned or in such other name as is specified below: 
  

	
	  

	 (Name)

	
	  

	 (Address)



 (3) The undersigned represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. 

(4) The undersigned hereby represents and warrants that the undersigned: 

 

	 	(i)	is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”) and, if an entity, each individual, securityholder,
limited partner or other member of the undersigned’s organization, as applicable, is an “accredited investor” within the meaning of such Rule 501; 

  


	 	(ii)	has sufficient knowledge and experience in investing in companies similar to Borrower in terms of Borrower’s stage of development so as to be able to evaluate the risks and merits of its investment in Borrower and
it is able financially to bear the risks thereof; 

  

	 	(iii)	has had an opportunity to discuss Borrower and its subsidiaries’ business, management and financial affairs with Borrower’s management, and understands the nature of Borrower’s business affairs;



  
 [****] = 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. 









	 	(iv)	agrees and acknowledges that any projections, estimates or forecasts regarding Borrower’s securities or Borrower’s business and financial affairs which the undersigned has received or reviewed do not
represent, and shall not be deemed to be, a warranty or guarantee as to the actual future results of Borrower or the likelihood or probability that such projections, estimates or forecasts will be met; 


 

	 	(v)	understands that: (a) Borrower’s securities have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(a)(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (b) no public market now exists for any of the securities issued by Borrower and that there is no assurance that a public market will ever exist for
Borrower’s securities; (c) Borrower’s securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and other applicable securities laws or is exempt from such registration;
(d) Borrower’s securities will bear a legend to such effect; and (e) Borrower’s will make a notation on its transfer books to such effect; 

  

	 	(vi)	has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement; and 


 

	 	(vii)	understands that Borrower’s securities are characterized as “restricted securities” under the applicable securities laws inasmuch as they are being acquired from Borrower in a transaction not involving a
public offering and that under such laws and applicable regulations, Borrower’s securities may be resold without registration under the Securities Act and other applicable securities law only in certain limited circumstances. The undersigned is
aware that the provisions of Rule 144 (the “Rule”) promulgated under the Securities Act are presently not available to exempt the sale of Borrower’s securities from the registration requirements of the Securities Act. Should
the Rule subsequently become available, the undersigned is aware that any sale of Borrower’s securities effected pursuant to the Rule may, depending upon the status of the undersigned as an “affiliate” or “non-affiliate” under the Rule, be made only in limited amounts in accordance with the provisions of the Rule, and that in no event may any Borrower securities be sold pursuant to the Rule until the
undersigned has held Borrower’s securities for the requisite holding period following payment of the purchase price. 

  

					
	  
	 		 	  

	(Date)	 		 	(Signature)


  
 [****] = 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 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] makes this certificate on behalf of the Company, in connection with and pursuant to that certain Third Amended and Restated Financing Agreement (the “Financing Agreement”), dated as of February 1,
2017, by and among Elevate Credit, Inc., a Delaware corporation, RISE SPV, LLC, a Delaware limited liability company, Elevate Credit International Ltd., a company incorporated under the laws of England, and Elevate Credit Service, LLC (collectively
as the “Borrowers”), the Guarantors party thereto and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders, each as defined therein, (in such capacity, the “Agent”) as
follows: 
  

	1.	Attached hereto as Exhibit A is a true and complete certified copy of the [Certificate of Incorporation/Formation] of the Company and all amendments thereto (the “Charter”), in full force and effect on
and as of the date hereof, and the Charter has not otherwise been amended, modified or repealed, and no proceedings for the amendment, modification or rescission thereof are pending or contemplated, and no other amendment or other document relating
to or affecting the Charter has been filed in the office of the Secretary of State of Delaware as of the date hereof, and no action has been taken by the Company, its members, managers or officers in contemplation of the filing of any such amendment
or other document or in contemplation of the liquidation or dissolution of the Company. 

  

	2.	Attached hereto as Exhibit B is a true and complete copy of the [Bylaws/Operating Agreement] of the Company (the “[Bylaws/Operating Agreement]”), and such [Bylaws/Operating Agreement] remain in full
force and effect as of the date hereof, and no proceedings for the amendment, modification or rescission thereof are pending or contemplated. 

  

	3.	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 Agreements (as defined therein) to be executed in connection therewith and the consummation of the transactions contemplated thereby and therein. All such resolutions are
in full force and effect on the date hereof in the form in which adopted without amendment, modification or revocation, and no other resolutions or action by the Board of Directors of the Company or any committee thereof have been adopted relating
to the authorization, execution, delivery and performance of the Financing Agreement or any of the other Transaction Agreements 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 


  
 [****] = 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. 









	 	
of [Incorporation/Formation] of the Company. As of the Third 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. 


  
 [****] = 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.	Set forth below are the names of each elected or appointed officer of the Company executing the Financing Agreement, the other Transaction Agreements 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] 

  
 [****] = 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, the undersigned has caused this certificate to be executed as of the     
day of February, 2017. 
  

			
	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:	 	  




  
 [****] = 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 D 

FORM OF OFFICER’S CERTIFICATE 

February 1, 2017 

The undersigned, being the duly appointed President of RISE SPV, LLC, a Delaware limited liability company (the “US Term Note
Borrower”), hereby represents, warrants and certifies, in his capacity as President of the US Term Note Borrower, to the Agent, the Holders and the Lenders pursuant to Section 5.1(i) of the Third Amended and Restated Financing Agreement,
dated as of the date hereof, by and among the US Term Note Borrower, 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): 
  

	 	1.	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 Third 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 Third Restatement Closing; and 


  
 [****] = 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.	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] 

  
 [****] = 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, the undersigned has executed this certificate in his capacity as
President of the US Term Note Borrower, as of the date first written above. 
  

			
	 By:
	 	  

	 Name:
	 	 Kenneth E. Rees

	 Title:
	 	 President of the US Term Note Borrower




  
 [****] = 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 A to Officer’s Certificate 

See attached. 

  
 [****] = 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 E 

FORM OF COMPLIANCE CERTIFICATE 

Reference is made to that certain Third Amended and Restated Financing Agreement, dated as of February 1, 2017 (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 (the “US Term Note Borrower”), as the US
Term Note Borrower, 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”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit Parent” or the “US Convertible
Term Note Borrower”; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible 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.] 

  
 [****] = 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. 








 [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. 








 IN WITNESS WHEREOF, the undersigned has signed this Certificate as of this
     day of             , 201    . 
  

			
	ELEVATE CREDIT SERVICE, LLC, as Borrower Representative
		
	By	 	  

	Name:	 	  

	Title:	 	  



 [Signature Page to Compliance Certificate] 

  
 [****] = 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. 








 SCHEDULE A 
  

							
	A.	 	Section 8.1(a) – Loan to Value Ratio	  	
				
		 	1.	 	Outstanding principal amount of the First Out Notes as of the date of determination	  	$            
		 		 		  	  

				
		 	2.	 	Aggregate outstanding principal amount of Current Consumer Loans as of the date of determination	  	$
		 		 		  	  

				
		 	3.	 	Maximum Loan to Value Ratio in effect as of the date of determination in accordance with Section 8.1(a) of Financing Agreement*	  	$
		 		 		  	  

				
		 	4.	 	Product of amounts under 2 + 3	  	$
		 		 		  	  

				
		 	5.	 	Aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash
Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien, in each case, as of the date of determination	  	
		 		 		  	  

				
		 	6.	 	Total Value (“Borrowing Base”) (Sum of amounts under 4 + 5)	  	
		 		 		  	  

				
		 		 	 Compliance (i.e. greater than or equal to 1.00 to 1.00?):
	  	[YES/NO]
		
	 *  Refer to Section 8.1(a) of Financing Agreement for a determination of the
Maximum Loan to Value Ratio as of the date of measurement.
	  	
			
	B.	 	Section 8.1(b) – Charge Off Rate	  	
				
		 	1.	 	Ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due in the calendar month that was two full calendar months
preceding the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that do not have a principal payment that became past due as of the last day of the calendar month that was three
full calendar months preceding the calendar month that includes such date of determination	  	
		 		 		  	  



  
 [****] = 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.	 	Ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due in the calendar month that was one full calendar
months preceding the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due
as of the last day of the calendar month that was two full calendar months preceding the calendar month that includes such date of determination	  			
		  		 		  	  
	  
	 
				
		  	3.	 	Ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became 61 or more days past due but not greater than 90 days past due in the calendar month that includes such date of
determination to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due as of the last day of the calendar month that was one full
calendar month preceding the calendar month that includes such date of determination	  			
		  		 		  	  
	  
	 
				
		  	4.	 	Charge Off Rate (Amount under 1 multiplied by amounts under 2 and 3)	  			
		  		 		  	  
	  
	 
				
		  	5.	 	Maximum Charge Off Rate for any one month	  	 	20	% 
				
		  		 	 Compliance:
	  	 	[YES/NO]	 


  
 [****] = 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 









									
	C.	  	Section 8.1(c) – First Payment Default Rate	  			
				
		  	1.	  	Outstanding principal balance of Consumer Loans that have their first principal payment become one or more days past due but not greater than 30 days past due in the calendar month that includes such date of determination	  	$	            	 
		  		  		  	  
	  
	 
				
		  	2.	  	Outstanding principal balance of Consumer Loans that do not have their first principal payment become past due in the calendar month that includes such date of determination	  	$		 
		  		  		  	  
	  
	 
				
		  	3.	  	First Payment Default Rate (Amount under 1 divided by amount under 2)	  			
		  		  		  	  
	  
	 
				
		  	4.	  	Maximum First Payment Default Rate for any one calendar month	  	 	20	% 
				
		  	5.	  	Maximum First Payment Default Rate for two months during any three month period	  	 	17.5	% 
				
		  		  	 Compliance:
	  	 	[YES/NO]	 


  
 [****] = 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 









									
	 D.
	 	Section 8.1(d) – 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	  	$	5,000,000	 
				
		 		 	 Compliance:
	  	 	[YES/NO	] 


  
 [****] = 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 









									
	 E.
	 	Section 8.1(e) – Book Value of Equity	  			
				
		 	1.	 	Total assets of the Credit Parties and their Subsidiaries as of date of determination	  	$	            	 
		 		 		  	  
	  
	 
				
		 	2.	 	Less intangible assets of the Credit Parties and their Subsidiaries as of date of determination	  	$	            	 
		 		 		  	  
	  
	 
				
		 	3.	 	Less total liabilities of the Credit Parties and their Subsidiaries as of date of determination	  	$	            	 
		 		 		  	  
	  
	 
				
		 	 4.
	 	Book Value of Equity (Amount under 1 minus amount under 2 minus amount under 3)	  	$	            	 
		 		 		  	  
	  
	 
				
		 	5.	 	Minimum required Book Value of Equity	  	$	5,000,000	 
				
		 		 	 Compliance:
	  	 	[YES/NO	] 


  
 [****] = 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 








 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 Third Amended and Restated Financing Agreement, dated as of February 1, 2017 (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 (the “US Term Note Borrower”), as the US Term Note Borrower, 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”), Elevate
Credit, Inc., a Delaware corporation (“Elevate Credit Parent” or the “US Convertible Term Note Borrower”; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible 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. 

b. The amount of the Proposed Draw is $        1 under the                      Notes; 

c. The date of the Proposed Draw is             ,
        2 (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 	Must be in increments of not less than $100,000. 


	2 	Must be a Permitted Draw Date. 


  
 [****] = 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. 


  
 1 








 [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 Third Restatement Closing
Date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date); 

ii. No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not
cured or otherwise remedied during such time) constitute an Event of Default has occurred and is continuing or would result after giving effect to such Proposed Draw; 

iii. After giving effect to such draw or issuance, as applicable, (A) the aggregate outstanding principal amount of the
First Out Notes would not exceed the Maximum First Out Note Balance, (B) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Commitment,
(C) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Commitment, (D) with respect to a draw under the US Last Out Term Notes, the
aggregate outstanding principal amount of the US Last Out Term Notes would not exceed the Maximum US Last Out Term Note Commitment, (E) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal
amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment and (F) with respect to a draw under the US Convertible Term Notes, the aggregate outstanding principal amount of
the US Convertible Term Notes would not exceed the Maximum US Convertible 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. 

  
 [****] = 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. 








 [Balance 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. 








 
			
	ELEVATE CREDIT SERVICE, LLC, a
	Delaware limited liability company, as the Borrower Representative
		
	By:	 	  

	Name:	 	Kenneth E. Rees
	Title:	 	President



  
 [****] = 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 A 

Instructions for Disbursement of Proceeds 

[Insert] 

  
 [****] = 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 B 

Calculation of Borrowing Base of Borrower 

Borrowing Base as of             , 201    3 
  

							
	A.	 	the aggregate balance of the Current Consumer Loans on such date multiplied by the Maximum Loan to Value Ratio in effect as of such date in accordance with Section 8.1(a) of the Financing Agreement	  	$	            	 
		 		  	  
	  
	 
			
	B.	 	Maximum Loan to Value Ratio in effect as of such date in accordance with Section 8.1(a) of the Financing Agreement	  	$	            	 
		 		  	  
	  
	 
			
	C.	 	Product of amounts under 1 and 2	  	$	            	 
		 		  	  
	  
	 
			
	D.	 	Aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash
Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien as of the date of determination (for purposes of clarification, unrestricted cash includes all cash of the Credit Parties that is being held by an
ACH provider prior to remittance to a Credit Party)	  	$		 
		 		  	  
	  
	 
			
	E.	 	Borrowing Base (Sum of C and D above)	  	$	    	] 
		 		  	  
	  
	 

  

	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 Draw Date. 


  
 [****] = 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 G 

JOINDER AGREEMENT 
 This
JOINDER AGREEMENT (this “Joinder Agreement”) dated as of             , 201     is executed by the undersigned for the benefit of Victory Park
Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein) in connection with that certain Third Amended and Restated Financing Agreement dated as of
February 1, 2017 among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with
number 05041905, as the UK Borrower (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term
Note Borrower”) Elevate Credit, Inc., a Delaware corporation (“Elevate Credit Parent” or the “US Convertible Term Note Borrower”; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note
Borrower and the US Convertible 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 Pledge and Security Agreement dated as of January 30, 2014 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, 2014 among the Borrower, the other Assignors party thereto and the Agent (as amended,
supplemented or modified from time to time, the “Collateral Assignment”). Capitalized terms not otherwise defined herein are being used herein as defined in the Financing Agreement. 

The signatory hereto is required to execute this Joinder Agreement pursuant to Section 8.24 of the Financing Agreement. 

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees as follows: 
 1. The undersigned expressly assumes all the obligations of (a) a Guarantor
and a Credit Party under the Financing Agreement, (b) an Obligor under the Pledge and Security Agreement and (c) an Assignor under the Collateral Assignment and agrees that such Person is (x) a Guarantor and a Credit Party under the
Financing Agreement and bound as a Guarantor and a Credit Party under the terms of the Financing Agreement, (y) an Obligor under the Pledge and Security Agreement and bound as an Obligor under the terms of the Pledge and Security Agreement and
(z) an Assignor under the Collateral Assignment and bound as an Assignor under the terms of the Collateral Agreement, in each case, as if it had been an original signatory to the Financing Agreement, the Pledge and Security Agreement and the
Collateral Assignment. Without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the
undersigned hereby mortgages, pledges and hypothecates to the Agent for the benefit of the 

  
 [****] = 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. 








 
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] 

  
 [****] = 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, 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:	 	  




  
 [****] = 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. 








 ANNEX 1-A 

SCHEDULES TO PLEDGE AND SECURITY AGREEMENT 

See attached. 

  
 [****] = 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. 








 SCHEDULE A 

Principal Places of Business and Other 

Collateral Locations of Obligors 
  

	1.	Chief Executive Office 

  

	2.	Other Collateral Locations 


  
 [****] = 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. 








 SCHEDULE B 

Recording Jurisdiction 

  
 [****] = 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. 








 SCHEDULE C 

Commercial Tort Claims 

  
 [****] = 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. 








 SCHEDULE D 

Pledged Companies 

  
 [****] = 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. 








 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	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			


  
 [****] = 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. 








 SCHEDULE F 

Controlled Accounts 

  
 [****] = 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. 








 SCHEDULE G 

Motor Vehicles 

  
 [****] = 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 H 

INDEX OF CLOSING DOCUMENTS 

              
                                         
                                  

VICTORY PARK – ELEVATE CREDIT, INC. 

THIRD AMENDED AND RESTATED ELEVATE TRANSACTION 

by and among 
 RISE SPV, LLC, a
Delaware limited liability company, as the US Term Note Borrower (the “US Term Note Borrower”), 
 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”), 

ELEVATE CREDIT, INC., a Delaware corporation, as the US Convertible Term Note Borrower (“Holdings” or the “US
Convertible 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”), 

*            *           
 * 
 Third Restatement Closing Date: February 1, 2017 
  

 
  

All capitalized terms used herein without definition shall have the meaning given them in the Third Amended and Restated Financing Agreement.

 Items in bold indicate those to be prepared or obtained 

by the Credit Parties or the Credit Parties’ counsel 

  
 [****] = 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. 


  
 1 









	I.	PRINCIPAL FINANCING and COLLATERAL DOCUMENTS 

  

	 	1.	Third 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	    	Form of Senior Secured UK Term Note
	Exhibit A-3	    	Form of Senior Secured US Last Out Term Note
	Exhibit A-4	    	Form of Senior Secured Fourth Tranche US Last Out Term Note
	Exhibit A-5	    	Form of Senior Secured US Convertible 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
	Exhibit H	    	Index of Third Restatement Closing Documents


			
		
	SCHEDULES	    	
		
	Schedule 1.1	    	Calculation of Charge Off Rate
	Schedule 7.1	    	Subsidiaries
	Schedule 7.5	    	Consents
	Schedule 7.7	    	Equity Capitalization
	Schedule 7.8	    	Indebtedness and Other Contracts
	Schedule 7.12	    	Intellectual Property Rights
	Schedule 7.22	    	Conduct of Business; Regulatory Permits
	Schedule 7.27	    	ERISA and UK Pension Schemes
	Schedule 7.32	    	Transactions with Affiliates
	Schedule 7.40	    	Material Contracts
	Schedule 8.6	    	Existing Liens
	Schedule 8.25	    	Existing Investments

  

	 	2.	Notes: 

  

	 	a.	Senior Secured US Term Note issued to VPC Specialty Finance Fund II, L.P. in the original principal amount of [****]. 

  

	 	3.	Joinder Agreement executed by RISE Credit of Tennessee, LLC 

 Updates to Schedules to Pledge
and Security Agreement 
  

	 	a.	Membership Interest Certificate with respect to 100% of the equity interests of RISE Credit of Tennessee, LLC 

  

	 	i.	Consent 

  

	 	ii.	Pledge Instruction 

  

	 	iii.	Transaction Statement 


  
 [****] = 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 









	 	iv.	Equity Power 

  

	 	v.	Irrevocable Proxy 

  

	 	4.	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 and/or the Second Amended and Restated Financing Agreement 

  

	 	5.	Third 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 

  

	 	6.	Officer’s Certificate 

  

	 	7.	Solvency Certificate 

  

	 	8.	Pre-Closing Lien Search Reports detailing SOS lien searches for US Borrowers and Holdings 

  

	 	9.	UCC Financing Statements set forth on Exhibit A hereto 

  

	 	10.	Management Rights Letter for VPC Specialty Finance Fund II, L.P. 

  

	III.	SECRETARY’S CERTIFICATES  

  

	 	11.	Credit Parties - Secretary’s Certificate (including incumbency) with respect to each of the Credit Parties 

  

			
	Exhibit A:	    	Resolutions
	Exhibit B:	    	Charter, certified by the Secretary of State of the applicable jurisdictions of formation (or certifying no changes to charters delivered in connection with Second Amended and Restated Financing Agreement)
	Exhibit C:	    	Bylaws or LLC Agreement, as applicable
	Exhibit D:	    	Good Standing Certificates from the applicable jurisdictions of formation


  
 [****] = 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 









	IV.	LEGAL OPINION 

  

	 	12.	Opinion of Credit Parties’ US finance and equity counsel (CPDB) 

  

	V.	TAX FORM 

  

	 	13.	Tax form for VPC Specialty Finance Fund II, L.P. 

  

	VI.	POST-CLOSING 

  

	 	14.	Deposit Account Control Agreements 


  
 [****] = 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 








 EXHIBIT A 

Financing Statements 
 UCC-1 Financing Statement 
  

											
	 Debtor
	  	 Jurisdiction
	  	 Secured

Party
	  	 Type
	  	 Date of

Filing
	  	 Filing

Number

	RISE Credit of Tennessee, LLC	  	SOS DE	  	Victory Park Management, LLC, as Agent	  	All Assets	  		  	

 UCC-3 Financing Statement Amendment 

 

											
	 Debtor
	  	 Jurisdiction
	  	 Date of

Original

Filing
	  	 Filing

Number for
 Original

Filing
	  	 Date of

Amendment

Filing
	  	 Filing

Number for
Amendment

	RISE Financial, LLC	  	SOS DE	  	1/31/2014	  	20140418905	  		  	
	RISE Financial, LLC	  	SOS DE	  	7/20/2015	  	20153124814	  		  	


  
 [****] = 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 








 SCHEDULES 

TO 
 THIRD AMENDED AND
RESTATED FINANCING AGREEMENT 
  

	Schedule 1.1	Example of Calculation of Charge off Rate 

  

																					
	 	  	Jan-16	 	  	Feb-16	 	 	Mar-16	 	 	Apr-16	 	 	May-16	 
						
	 Current
	  	 	201,214,655	 	  	 	189,555,471	 	 	 	184,334,972	 	 	 	181,571,736	 	 	 	192,508,621	 
	 1 to 30
	  	 	20,326,600	 	  	 	17,273,597	 	 	 	16,105,603	 	 	 	18,248,465	 	 	 	15,014,987	 
	 31 to 60
	  	 	13,321,317	 	  	 	13,751,009	 	 	 	11,659,889	 	 	 	9,223,101	 	 	 	11,349,986	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
						
	 Total < 60
	  	 	234,862,572	 	  	 	220,580,077	 	 	 	212,100,464	 	 	 	209,043,302	 	 	 	218,873,594	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  				  				 				 				 			
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Charge-offs
	  	 	11,935,300	 	  	 	10,576,910	 	 	 	12,480,923	 	 	 	11,037,014	 	 	 	10,638,388	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
						
	 Rollrates
	  				  				 				 				 			
	 to 1-30
	  				  	 	8.6	% 	 	 	8.5	% 	 	 	9.9	% 	 	 	8.3	% 
	 to 31-60
	  				  	 	67.7	% 	 	 	67.5	% 	 	 	57.3	% 	 	 	62.2	% 
	 to C/O
	  				  	 	79.4	% 	 	 	90.8	% 	 	 	94.7	% 	 	 	115.3	% 
						
	 Loss Rate
	  				  	 	5.15	% 	 	 	6.09	% 	 	 	5.49	% 	 	 	5.61	% 


  
 [****] = 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. 









	Schedule 7.1	Subsidiaries 

  

									
	 Name
	  	Sole Member	  	State of
Formation	  	Percent of
Subsidiary Held	 
				
	 Elevate Credit International Limited
	  	Elevate Credit, Inc.	  	United Kingdom	  	 	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	% 
	 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 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 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@Work, LLC
	  	Elastic Financial, LLC	  	Delaware	  	 	100	% 
	 Elevate@Work Admin, LLC
	  	Elastic Financial, LLC	  	Delaware	  	 	100	% 
	 Elevate@Work, LLC
	  	Elastic Financial, LLC	  	Delaware	  	 	100	% 


  
 [****] = 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. 









	Schedule 7.5	Consents 

 NONE 

  
 [****] = 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. 









	Schedule 7.7    	Equity Capitalization 

 For Elevate Credit, Inc.: 

 

																			
	 Issuer
	  	 Holder
	  	Class of Stock	  	Certificate No.	  	No. of Shares	 	 	Percentage
of Class of
Shares	 	 	Percentage
of
Outstanding
Shares	 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-4	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-5	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-6	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-7	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-8	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-9	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-10	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-11	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-13	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-14	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-15	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-18	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-19	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Fund	  	Common Stock	  	C-21	  	 	13,296	 	 	 	0.25	% 	 	 	0.12	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Partners	  	Common Stock	  	C-22	  	 	1,813	 	 	 	0.03	% 	 	 	0.02	% 
	 Elevate Credit, Inc.
	  	Startup Capital Ventures, L.P.	  	Common Stock	  	C-23	  	 	110,010	 	 	 	2.10	% 	 	 	1.01	% 
	 Elevate Credit, Inc.
	  	Steve Shaper	  	Common Stock	  	C-24	  	 	32,092	 	 	 	0.61	% 	 	 	0.29	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-25	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-26	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	TCV Member Fund, L.P.	  	Common Stock	  	C-27	  	 	286	 	 	 	0.01	% 	 	 	0.00	% 
	 Elevate Credit, Inc.
	  	TCV V, L.P.	  	Common Stock	  	C-28	  	 	14,822	 	 	 	0.28	% 	 	 	0.14	% 
	 Elevate Credit, Inc.
	  	The Tyler W. K. Head Trust dated March 20, 2014	  	Common Stock	  	C-29	  	 	1,272,371	 	 	 	24.24	% 	 	 	11.69	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-31	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-34	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-35	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-36	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Linda Stinson	  	Common Stock	  	C-38	  	 	1,038,331	 	 	 	19.78	% 	 	 	9.54	% 
	 Elevate Credit, Inc.
	  	7HBF No. 2, Ltd.	  	Common Stock	  	C-40	  	 	1,507,696	 	 	 	28.72	% 	 	 	13.85	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-41	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Jason Harvison	  	Common Stock	  	C-43	  	 	21,925	 	 	 	0.42	% 	 	 	0.20	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-44	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-45	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-46	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-47	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-48	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.    
	  	Linda R. Stinson	  	Common Stock	  	C-49	  	 	5,948	 	 	 	0.11	% 	 	 	0.05	% 


  
 [****] = 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. 









																			
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-50	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Hannah Stinson Head	  	Common Stock	  	C-51	  	 	560	 	 	 	0.01	% 	 	 	0.01	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-52	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Jason Harvison	  	Common Stock	  	C-54	  	 	22,731	 	 	 	0.43	% 	 	 	0.21	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-55	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-56	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Stephen B. and Linda S. Galasso	  	Common Stock	  	C-57	  	 	16,000	 	 	 	0.30	% 	 	 	0.15	% 
	 Elevate Credit, Inc.
	  	Stephen B. and Linda S. Galasso	  	Common Stock	  	C-58	  	 	4,000	 	 	 	0.08	% 	 	 	0.04	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-59	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-60	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-61	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	 Kenneth Earl Rees Family Investments, Ltd.
	  	Common Stock	  	C-82	  	 	143,676	 	 	 	2.74	% 	 	 	1.32	% 
	 Elevate Credit, Inc.
	  	Jeanne Margaret Gulner Family Investments, Ltd.	  	Common Stock	  	C-83	  	 	143,675	 	 	 	2.74	% 	 	 	1.32	% 
	 Elevate Credit, Inc.
	  	Kenneth Earl Rees Family Investments, Ltd.	  	Common Stock	  	C-84	  	 	61,200	 	 	 	1.17	% 	 	 	0.56	% 
	 Elevate Credit, Inc.
	  	Jeanne Margaret Gulner Family Investments, Ltd.	  	Common Stock	  	C-85	  	 	61,200	 	 	 	1.17	% 	 	 	0.56	% 
	 Elevate Credit, Inc.
	  	Kenneth Earl Rees Family Investments, Ltd.	  	Common Stock	  	C-86	  	 	40,800	 	 	 	0.78	% 	 	 	0.37	% 
	 Elevate Credit, Inc.
	  	 Jeanne Margaret Gulner Family Investments, Ltd.
	  	Common Stock	  	C-87	  	 	40,800	 	 	 	0.78	% 	 	 	0.37	% 
	 Elevate Credit, Inc.
	  	 Kenneth Earl Rees Family Investments, Ltd.
	  	Common Stock	  	C-88	  	 	43,811	 	 	 	0.83	% 	 	 	0.40	% 
	 Elevate Credit, Inc.
	  	 Jeanne Margaret Gulner Family Investments, Ltd.
	  	Common Stock	  	C-89	  	 	43,811	 	 	 	0.83	% 	 	 	0.40	% 
	 Elevate Credit, Inc.
	  	 Kenneth Earl Rees Family Investments, Ltd.
	  	Common Stock	  	C-90	  	 	33,186	 	 	 	0.63	% 	 	 	0.30	% 
	 Elevate Credit, Inc.
	  	Jeanne Margaret Gulner Family Investments, Ltd.	  	Common Stock	  	C-91	  	 	33,187	 	 	 	0.63	% 	 	 	0.30	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-92	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-93	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-94	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-95	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-96	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-97	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-98	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-99	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-101	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Lutes Family Living Trust	  	Common Stock	  	C-102	  	 	45,529	 	 	 	0.87	% 	 	 	0.42	% 
	 Elevate Credit, Inc.
	  	[****]	  	Common Stock	  	C-103	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	7HBF No. 2, Ltd.	  	Series A Preferred
Stock	  	PA-2	  	 	24,420	 	 	 	0.83	% 	 	 	0.22	% 
	 Elevate Credit, Inc.
	  	[****]	  	Series A Preferred
Stock	  	PA-3	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Series A Preferred
Stock	  	PA-4	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Linda Stinson	  	Series A Preferred
Stock	  	PA-6	  	 	36,631	 	 	 	1.24	% 	 	 	0.34	% 
	 Elevate Credit, Inc.
	  	[****]	  	Series A Preferred
Stock	  	PA-7	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	[****]	  	Series A Preferred
Stock	  	PA-8	  	 	[****	] 	 	 	[****	] 	 	 	[****	] 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth Fund III	  	Series A Preferred
Stock	  	PA-9	  	 	1,587,132	 	 	 	53.67	% 	 	 	14.58	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Entrepreneurs Annex Fund	  	Series A Preferred
Stock	  	PA-10	  	 	11,646	 	 	 	0.39	% 	 	 	0.11	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Fund	  	Series A Preferred
Stock	  	PA-11	  	 	256,234	 	 	 	8.67	% 	 	 	2.35	% 


  
 [****] = 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. 









																			
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Partner	  	Series A Preferred
Stock	  	PA-12	  	 	34,940	 	  	 	1.18	% 	 	 	0.32	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth III Principals Fund	  	Series A Preferred
Stock	  	PA-13	  	 	77,725	 	  	 	2.63	% 	 	 	0.71	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth Partners III	  	Series A Preferred
Stock	  	PA-14	  	 	17,496	 	  	 	0.59	% 	 	 	0.16	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital IX	  	Series A Preferred
Stock	  	PA-15	  	 	279,533	 	  	 	9.45	% 	 	 	2.57	% 
	 Elevate Credit, Inc.
	  	Startup Capital Ventures, L.P.	  	Series A Preferred
Stock	  	PA-16	  	 	32,352	 	  	 	1.09	% 	 	 	0.30	% 
	 Elevate Credit, Inc.
	  	TCV Member Fund, L.P.	  	Series A Preferred
Stock	  	PA-17	  	 	7,078	 	  	 	0.24	% 	 	 	0.07	% 
	 Elevate Credit, Inc.
	  	TCV V, L.P.	  	Series A Preferred
Stock	  	PA-18	  	 	368,215	 	  	 	12.45	% 	 	 	3.38	% 
	 Elevate Credit, Inc.
	  	Kenneth Earl Rees Family Investments, Inc.	  	Series A Preferred
Stock	  	PA-23	  	 	47,125	 	  	 	1.59	% 	 	 	0.43	% 
	 Elevate Credit, Inc.
	  	Jeanne Margaret Gulner Family Investments, Ltd.	  	Series A Preferred
Stock	  	PA-24	  	 	47,124	 	  	 	1.59	% 	 	 	0.43	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth Fund III	  	Series B Preferred
Stock	  	PB-2	  	 	469,955	 	  	 	17.52	% 	 	 	4.32	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Entrepreneurs Annex Fund	  	Series B Preferred
Stock	  	PB-3	  	 	3,448	 	  	 	0.13	% 	 	 	0.03	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Fund	  	Series B Preferred
Stock	  	PB-4	  	 	75,872	 	  	 	2.83	% 	 	 	0.70	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Franchise Partner	  	Series B Preferred
Stock	  	PB-5	  	 	10,346	 	  	 	0.39	% 	 	 	0.10	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth III Principals Fund	  	Series B Preferred
Stock	  	PB-6	  	 	23,015	 	  	 	0.86	% 	 	 	0.21	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital Growth Partners III	  	Series B Preferred
Stock	  	PB-7	  	 	5,181	 	  	 	0.19	% 	 	 	0.05	% 
	 Elevate Credit, Inc.
	  	Sequoia Capital IX	  	Series B Preferred
Stock	  	PB-8	  	 	82,771	 	  	 	3.09	% 	 	 	0.76	% 
	 Elevate Credit, Inc.
	  	TCV Member Fund, L.P.	  	Series B Preferred
Stock	  	PB-9	  	 	39,348	 	  	 	1.47	% 	 	 	0.36	% 
	 Elevate Credit, Inc.
	  	TCV V, L.P.	  	Series B Preferred
Stock	  	PB-10	  	 	1,972,415	 	  	 	73.53	% 	 	 	18.11	% 

 Elevate Credit, Inc. also has (i) a 2014 Equity Incentive Plan through which it has granted approximately 1,421,111
options to purchase shares of its Common Stock, and (ii) a 2016 Omnibus Incentive Plan through which it has granted approximately 171,615 restricted stock unit that will vest into shares of its Common Stock. 

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	% 
	 Elastic Financial, LLC
	  	Elevate Credit, Inc.	  	membership interest	  	2	  	100	  	 	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	% 
	 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	% 
	 RISE Financial, LLC
	  	RISE SPV, LLC	  	membership interest	  	2	  	100	  	 	100	% 


  
 [****] = 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. 









																	
	 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 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 Maryland, 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@Work, LLC
	  	Elastic Financial, LLC	  	membership interest	  	 	2	 	  	 	100	 	  	 	100	% 
	 Elevate@Work Admin, LLC
	  	Elastic Financial, LLC	  	membership interest	  	 	3	 	  	 	100	 	  	 	100	% 
	 Elevate@Work, LLC
	  	Elastic Financial, LLC	  	membership interest	  	 	2	 	  	 	100	 	  	 	100	% 


  
 [****] = 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. 









	Schedule 7.8	Indebtedness and Other Contracts 

  

	 	(i)	NONE 

  

	 	(ii)	     

  

	 	1.	Special Limited Agency Agreement, dated June 26, 2015, by and between First Financial Loan Company LLC and RISE Credit Service of Texas, LLC. 


 

	 	2.	Amendment to Special Limited Agency Agreement, dated October 5, 2015, between First Financial Loan Company LLC and RISE Credit Service of Texas, LLC. 


 

	 	3.	Program Agreement between Credit Services Organization and Third-Party Lender, dated June 26, 2015, by and between Sentral Financial LLC and RISE Credit Service of Ohio, LLC. 


 

	 	4.	Credit Services Agreement, dated July 15, 2015, by and between NCP Finance Ohio, LLC and Rise Credit Service of Ohio, LLC. 

  

	 	5.	Credit Services Agreement, dated January 18, 2016, by and between NCP Finance Limited Partnership and Rise Credit Service of Texas, LLC. 


 

	 	6.	Guaranty, dated January 18, 2016, by and between NCP Finance Limited Partnership and Rise Credit Service of Texas, LLC. 

  

	 	7.	Amended and Restated Joint Marketing Agreement, dated July 1, 2015, by and between Republic Bank & Trust Company and Elevate@Work, LLC. 


 

	 	8.	Amended and Restated License and Support Agreement, dated July 1, 2015, by and between Republic Bank & Trust Company and Elevate Decision Sciences, LLC. 


 

	 	9.	Participation Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Republic Bank & Trust Company. 

  

	 	10.	License Agreement for Nortridge Loan System dated May 9, 2013, by and between Nortridge Software, LLC and Elevate Credit Service, LLC (as successor in interest to TC Loan Service, LLC). 


 

	 	11.	Support Agreement for Nortridge Loan System dated May 9, 2013, by and between Nortridge Software, LLC and Elevate Credit Service, LLC (as successor in interest to TC Loan Service, LLC). 


 

	 	12.	TransUnion Master Agreement for Consumer Reporting and Ancillary Services, dated April 3, 2014, by and between Trans Union LLC and the Registrant. 


 

	 	13.	Master Services Agreement, dated November 21, 2014, between Allied International Credit Corporation and Elevate Decision Sciences, LLC. 


  
 [****] = 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. 








 Services and Data Agreement, dated August 8, 2013, between Acxiom Corporation and Elevate
Credit Service, LLC. 
 Statement of Work #001, dated September 30, 2013, between Acxiom Corporation and Elevate Credit Service, LLC.

  

	 	14.	Statement of Work #003, dated April 1, 2014, between Acxiom Corporation and Elevate Credit Service, LLC. 


Statement of Work No. 4 for Marketing Database, Pre-Production and Production Services, dated
March 31, 2015, between Acxiom Corporation and Elevate Credit Service, LLC. 
  

	 	15.	End User Agreement and Pricing Schedule Addendum, dated March 19, 2014, between Clarity Services, Inc. and Elevate Decision Sciences, LLC. 


 

	 	16.	Standard Terms and Conditions Agreement and Pricing Addendum, dated April 1, 2014, between Experian Information Solutions, Inc. and Elevate Credit Service, LLC. 


 

	 	17.	Master License and Services Agreement, dated March 27, 2015, between Fair Isaac Corporation and Elevate Decision Sciences, LLC. 


 

	 	18.	LN Non-FCRA Application & Agreement, dated May 28, 2014, between LexisNexis Risk Solutions GA Inc. and Elevate Decision Sciences, LLC and the Accurint for
Collections Schedule dated April 1, 2014 and the Bridger Insight XG Service Schedule, dated June 12, 2014. 

  

	 	19.	Forward Flow Account Sale Agreement and Annex 1, dated November 4, 2015, between Fourth Avenue Holding, LLC and RISE Credit, LLC & RISE SPV, LLC (including subsidiaries). 


 

	 	20.	Forward Flow Account Sale Agreement, dated May 16, 2016, between NCB Management Services, Inc. and RISE Credit, LLC & RISE SPV, LLC (including subsidiaries), as amended by Amendment No. 1 dated
June 1, 2016. 

  

	 	21.	Collection Services Agreement, dated January 7, 2015, between NCB Management Services, Inc. and Elevate Credit Service, LLC. 

  

	 	22.	Master Agreement for Contact Center Services, dated February 10, 2015, between The Office Gurus Ltda. De C.V. and Elevate Credit Service, LLC. 


Statement of Work, dated February 10, 2015, between The Office Gurus Ltda. De C.V. and Elevate Credit Service, LLC. 

 

	 	23.	Master Agreement for Consumer Information Services, dated March 19, 2014, between Teletrack, LLC and Elevate Decision Services, LLC. 


 

	 	24.	Master Services Agreement and Statement of Work, dated June 1, 2014, between VitroRobertson, LLC and Elevate Credit Service, LLC. 


 

	 	(iii)	NONE 


  
 [****] = 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. 









	 	(iv) Schedule 7.12	Intellectual Property Rights 

 Elevate Credit has instructed that the following marks
are to be abandoned. No maintenance documents are being filed to support these marks and they will eventually lapse in the US Patent and Trademark Office: 

[****] 

  
 [****] = 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. 









	Schedule 7.22	Conduct of Business; Regulatory Permits 

 NONE 

  
 [****] = 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. 









	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 American Cas. Co. of Reading PA. 

  

	 	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 Assurant Employee Benefits. 

  

	 	7.	Elevate Credit provides Short Term Disability to its employees through Cigna. 

  

	 	8.	Elevate Credit provides Long Term Disability to its employees through Cigna 

  

	 	9.	Elevate Credit provides Group life/ AD&D to its employees through Cigna. 

  

	 	10.	Elevate Credit provides Voluntary Life/ AD&D to its employees through Cigna. 

  

	 	11.	Elevate Credit provides a Medical Insurance plan to its employees through UnitedHealthcare. 

  

	 	12.	Elevate Credit provides a 401(k) Plan to its employees through Fidelity. 

  

	 	13.	Elevate Credit provides a Life Assistance Program to its employees through Cigna. 

 (b) None.

 (c) None. 

  
 [****] = 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. 









	Schedule 7.32	Transactions with Affiliates 

  

	 	1.	Each of Elevate Credit Inc.’s executive officers, key employees and members of its board of directors is a party to an indemnification agreement with Elevate Credit, Inc., as amended 


 

	 	2.	Master Services Agreement, dated as of May 1, 2014, by and between Elevate Credit Service, LLC and each subsidiary of Elevate Credit, Inc. 


 

	 	3.	Administrative Services Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Elevate@Work Admin, LLC. 

  

	 	4.	Credit Default Protection Agreement, dated July 1, 2015, by and between Elastic@Work, LLC and Elastic SPV, Ltd. 

  

	 	5.	Intercreditor Agreement, dated July 1, 2015, by and among the Registrant, Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, Elastic SPV, Ltd., the grantors party thereto, and Victory
Park Management, LLC, as Collateral Agent. 

  

	 	6.	Participation Interest Purchase and Sale Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Elastic@Work, LLC. 


 

	 	7.	Financing Agreement, dated July 1, 2015, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent. 


 

	 	8.	First Amendment to Financing Agreement, dated October 21, 2015, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent.


  

	 	9.	First Amendment to Financing Agreement, dated July 14, 2016, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent. 


 

	 	10.	Second Amendment to Financing Agreement, dated July 14, 2016, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent. 


 

	 	11.	Consulting Agreement, dated June 1, 2015, by and between RLJ Financial LLC and Elevate Credit Service, LLC. 


  
 [****] = 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. 









	Schedule 7.40	Material Contracts 

  

	 	1.	Separation and Distribution Agreement, dated as of May 1, 2014, by and between Think Finance, Inc. and Elevate Credit, Inc. 

  

	 	2.	Special Limited Agency Agreement, dated June 26, 2015, by and between First Financial Loan Company LLC and RISE Credit Service of Texas, LLC. 


 

	 	3.	Amendment to Special Limited Agency Agreement, dated October 5, 2015, between First Financial Loan Company LLC and RISE Credit Service of Texas, LLC. 


 

	 	4.	Program Agreement between Credit Services Organization and Third-Party Lender, dated June 26, 2015, by and between Sentral Financial LLC and RISE Credit Service of Ohio, LLC. 


 

	 	5.	Parent Guaranty Agreement, dated June 26, 2015, by the Registrant to and for the benefit of Sentral Financial LLC. 

  

	 	6.	Guaranty, dated June 26, 2015, by RISE Credit Service of Ohio, LLC to and for the benefit of Sentral Financial LLC. 

  

	 	7.	Amendment to Guaranty, dated October 5, 2015, between Sentral Financial LLC and Rise Credit Service of Ohio, LLC. 

  

	 	8.	Credit Services Agreement, dated July 15, 2015, by and between NCP Finance Ohio, LLC and Rise Credit Service of Ohio, LLC. 

  

	 	9.	Guaranty, dated July 15, 2015, by and between NCP Finance Ohio, LLC and Rise Credit Service of Ohio, LLC. 

  

	 	10.	Parent Guaranty, dated July 15, 2015, by and among NCP Finance Ohio, LLC, Rise Credit, LLC and the Registrant. 

  

	 	11.	Amendment to Guaranty, dated October 15, 2015, by and between NCP Finance Ohio, LLC and Rise Credit Service of Ohio, LLC. 

  

	 	12.	Credit Services Agreement, dated January 18, 2016, by and between NCP Finance Limited Partnership and Rise Credit Service of Texas, LLC. 


 

	 	13.	Guaranty, dated January 18, 2016, by and between NCP Finance Limited Partnership and Rise Credit Service of Texas, LLC. 

  

	 	14.	Parent Guaranty, dated January 18, 2016, by and among NCP Finance Limited Partnership, Rise Credit, LLC and the Registrant. 

  

	 	15.	Amended and Restated Joint Marketing Agreement, dated July 1, 2015, by and between Republic Bank & Trust Company and Elevate@Work, LLC. 


 

	 	16.	Amended and Restated License and Support Agreement, dated July 1, 2015, by and between Republic Bank & Trust Company and Elevate Decision Sciences, LLC. 


 

	 	17.	Participation Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Republic Bank & Trust Company. 


  
 [****] = 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. 









	 	18.	License Agreement for Nortridge Loan System dated May 9, 2013, by and between Nortridge Software, LLC and Elevate Credit Service, LLC (as successor in interest to TC Loan Service, LLC). 


 

	 	19.	Support Agreement for Nortridge Loan System dated May 9, 2013, by and between Nortridge Software, LLC and Elevate Credit Service, LLC (as successor in interest to TC Loan Service, LLC). 


 

	 	20.	TransUnion Master Agreement for Consumer Reporting and Ancillary Services, dated April 3, 2014, by and between Trans Union LLC and the Registrant. 


 

	 	21.	Amended and Restated Financing Agreement, dated August 15, 2014, by and among Rise SPV, LLC, Think Finance (UK) Ltd., Elevate Credit Service, LLC, the guarantors party thereto, the lenders party thereto, and
Victory Park Management, LLC, as agent. 

  

	 	22.	Second Amendment to Financing Agreement, dated May 20, 2015, by and among Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, the guarantors party thereto, the lenders party thereto, and
Victory Park Management, LLC, as administrative agent and collateral agent. 

  

	 	23.	Third Amendment to Financing Agreement, dated October 21, 2015, by and among Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, the guarantors party thereto, and Victory Park Management,
LLC, as administrative agent and collateral agent. 

  

	 	24.	Fourth Amendment to Financing Agreement, dated December 16, 2015, by and among Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, the guarantors party thereto, and Victory Park
Management, LLC, as administrative agent and collateral agent. 

  

	 	25.	Fifth Amendment to Financing Agreement, dated February 11, 2016, by and among Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, the guarantors party thereto, and Victory Park
Management, LLC, as administrative agent and collateral agent. 

  

	 	26.	Second Amended and Restated Financing Agreement, dated June 30, 2016, by and among Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, the Registrant, the guarantors party thereto, the
lenders party thereto, and Victory Park Management, LLC, as administrative agent an collateral agent. 

  

	 	27.	Letter Agreement, dated June 30, 2016, by and among the Registrant, VPC Specialty Lending Investments Intermediate, L.P., VPC Specialty Finance Fund I, L.P., and VPC Investor Fund B, LLC. 


 

	 	28.	Intercreditor Agreement, dated July 1, 2015, by and among the Registrant, Rise SPV, LLC, Elevate Credit International Ltd., Elevate Credit Service, LLC, Elastic SPV, Ltd., the guarantors party thereto, and Victory
Park Management, LLC, as Collateral Agent. 

  

	 	29.	Participation Interest Purchase and Sale Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Elastic@Work, LLC. 


  
 [****] = 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. 









	 	30.	Administrative Services Agreement, dated July 1, 2015, by and between Elastic SPV, Ltd. and Elevate@Work Admin, LLC. 

  

	 	31.	Credit Default Protection Agreement, dated July 1, 2015, by and between Elastic@Work, LLC and Elastic SPV, Ltd. 

  

	 	32.	Financing Agreement, dated July 1, 2015, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent. 


 

	 	33.	First Amendment to Financing Agreement, dated October 21, 2015, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent.


  

	 	34.	Second Amendment to Financing Agreement, dated July 14, 2016, by and among Elastic SPV, Ltd., the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as agent. 


 

	 	35.	Fort Worth Sublease Agreement, dated May 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 

  

	 	36.	Amendment to Fort Worth Sublease Agreement, dated December 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	37.	Second Amendment to the Fort Worth Sublease Agreement, dated May 22, 2015, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	38.	Third Amendment to the Fort Worth Sublease Agreement, dated October 12, 2015, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	39.	Fourth Amendment to Fort Worth Sublease Agreement, dated July 31, 2016, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	40.	Addison Sublease Agreement, dated May 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 

  

	 	41.	Amendment to Addison Sublease Agreement, dated December 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	42.	Second Amendment to the Addison Sublease Agreement, dated May 22, 2015, by and between TC Loan Service, LLC and Elevate Credit Service, LLC. 


 

	 	43.	Lease Agreement (Fort Worth Property), dated July 13, 2016, by and between FLDR/TLC Overton Centre, L.P. and Elevate Credit Service, LLC. 


 

	 	44.	Tax Sharing Agreement, dated May 1, 2014, by and between Think Finance, Inc. and the Registrant. 

  

	 	45.	First Amendment to the Tax Sharing Agreement, dated February 1, 2015, by and between Think Finance, Inc. and the Registrant. 


  
 [****] = 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. 









	Schedule 8.25	Existing Investments 

  

	 	  	NONE 


  
 [****] = 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.