Form of Separation Agreement



 Exhibit 10.1 
 SEPARATION AGREEMENT 
 BY AND AMONG 

CASH AMERICA INTERNATIONAL, INC. 
 AND 
 ENOVA INTERNATIONAL, INC. 

Dated as of             , 2011 

  
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 TABLE OF CONTENTS 

 

							
		
	ARTICLE I DEFINITIONS	  	 	1	  
		
	ARTICLE II SEPARATION AND RELATED TRANSACTIONS	  	 	8	  
	 2.1
	  	Effective Date	  	 	8	  
	 2.2
	  	Payment	  	 	8	  
	 2.3
	  	Transaction Agreements	  	 	8	  
		
	ARTICLE III MUTUAL RELEASES; INDEMNIFICATION	  	 	9	  
	 3.1
	  	Mutual Release of Pre-IPO Closing Date Claims	  	 	9	  
	 3.2
	  	Indemnification by Enova	  	 	10	  
	 3.3
	  	Indemnification by Parent	  	 	11	  
	 3.4
	  	Indemnification Obligations Net of Insurance Proceeds and Third Party Proceeds	  	 	12	  
	 3.5
	  	Procedures for Indemnification of Third Party Claims	  	 	12	  
	 3.6
	  	Additional Matters	  	 	13	  
	 3.7
	  	Remedies Cumulative	  	 	14	  
	 3.8
	  	Survival of Indemnities	  	 	14	  
	 3.9
	  	Indemnification of Directors and Officers	  	 	14	  
	 3.10
	  	Mitigation of Damages	  	 	14	  
		
	ARTICLE IV THE IPO AND ACTIONS PENDING THE IPO	  	 	15	  
	 4.1
	  	Transactions Prior to the IPO	  	 	15	  
	 4.2
	  	Use of Proceeds	  	 	15	  
	 4.3
	  	Cooperation for IPO	  	 	15	  
	 4.4
	  	Conditions Precedent to Consummation of the IPO	  	 	15	  
		
	ARTICLE V DISPUTE RESOLUTION; ARBITRATION	  	 	16	  
	 5.1
	  	Dispute Resolution	  	 	16	  
		
	ARTICLE VI COVENANTS AND OTHER MATTERS	  	 	18	  
	 6.1
	  	Other Agreements	  	 	18	  
	 6.2
	  	Further Instruments	  	 	18	  
	 6.3
	  	Provision of Corporate Records	  	 	19	  
	 6.4
	  	Agreement for Exchange of Information	  	 	19	  
	 6.5
	  	Financial Information	  	 	21	  
	 6.6
	  	Auditors and Audits; Annual and Quarterly Statements and Accounting	  	 	24	  
	 6.7
	  	Assignment to Parent Transferee	  	 	25	  
	 6.8
	  	Preservation of Legal Privileges	  	 	26	  
	 6.9
	  	Confidentiality	  	 	26	  
	 6.10
	  	Compliance with Laws and Policies	  	 	27	  
	 6.11
	  	Payment of Expenses	  	 	28	  
	 6.12
	  	Risk Management	  	 	28	  


  
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	 6.13
	  	Other Covenants	  	 	28	  
	 6.14
	  	Parent Guarantees	  	 	29	  
	 6.15
	  	Non-Solicitation of Employees	  	 	29	  
		
	ARTICLE VII INSURANCE	  	 	29	  
	 7.1
	  	Insurance Policies and Rights	  	 	29	  
	 7.2
	  	Administration and Reserves	  	 	30	  
	 7.3
	  	Allocation of Insurance Proceeds; Cooperation	  	 	30	  
	 7.4
	  	Reimbursement of Expenses	  	 	31	  
	 7.5
	  	No Reduction of Coverage	  	 	31	  
	 7.6
	  	Shared Insurance Policies Other Than D&O, Fiduciary, and Employment Practices Liability	  	 	31	  
	 7.7
	  	D&O, Fiduciary, and Employment Practices Liability	  	 	31	  
		
	ARTICLE VIII MISCELLANEOUS	  	 	31	  
	 8.1
	  	Construction	  	 	31	  
	 8.2
	  	Conflicts with Other Transaction Agreements	  	 	32	  
	 8.3
	  	Limitation of Liability	  	 	32	  
	 8.4
	  	Assignment	  	 	32	  
	 8.5
	  	Entire Agreement	  	 	32	  
	 8.6
	  	Notices	  	 	32	  
	 8.7
	  	Governing Law	  	 	32	  
	 8.8
	  	Termination	  	 	33	  
	 8.9
	  	Severability	  	 	33	  
	 8.10
	  	Amendment	  	 	33	  
	 8.11
	  	Guarantees	  	 	33	  
	 8.12
	  	Counterparts	  	 	33	  
	 8.13
	  	Authority	  	 	33	  
	 8.14
	  	Binding Effect	  	 	33	  
	 8.15
	  	Waiver	  	 	33	  
	 8.16
	  	Further Assurances	  	 	34	  
	 8.17
	  	Effect if IPO Does Not Occur	  	 	34	  


  
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 SEPARATION AGREEMENT 

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of
            , 2011, by and between Cash America International, Inc., a Texas corporation (“Parent”), and Enova International, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent (“Enova” and, together with Parent, the “parties”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
Article I hereof. 
 RECITALS 
 WHEREAS, Parent is the holder of all of the equity interests in Enova; 

WHEREAS, Parent has determined that for corporate non-tax business purposes it is desirable to separate Enova from Parent;

 WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are entering into the
other Transaction Agreements (as defined below); 
 WHEREAS, promptly following the execution of the Transaction
Agreements, Enova will undertake an initial public offering (the “IPO”) of its common stock pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and the IPO Prospectus (as defined
below) included therein; 
 WHEREAS, immediately following consummation of the IPO, Parent will own at least 35% of the
Enova Common Stock (as defined below); and 
 WHEREAS, the parties intend that this Agreement, together with the other
Transaction Agreements, will set forth the principal arrangements between them regarding the IPO and their operations thereafter. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements set forth below, the parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 The following terms used in this Agreement are defined as set forth below or in the sections indicated, as applicable: 
 “Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding, or investigation by or before any federal, state, provincial, territorial, local, foreign,
or international Governmental Authority or any arbitration or mediation tribunal. 
 “Agreement” has the
meaning given such term in the Preamble. 
 “Association” has the meaning set forth in
Section 5.1(b). 
 “Business Day” means a day other than a Saturday, a Sunday, or a day on which
banking institutions located in the State of Texas or the State of Illinois are authorized or obligated by Law to close. 







 “Claims Administration” means the processing of claims made under
the Insurance Policies, including the reporting of claims to the insurance carrier, management, and defense of claims and providing for appropriate releases upon settlement or final adjudication of claims. 

“Claims Handling Agreement” means any third party administrator or claims handling agreement of any kind or
nature to which any member of either Group is directly or indirectly a party, in effect as of the date hereof, related to the handling of Insured Enova Claims. 
 “Commission” means the U.S. Securities and Exchange Commission. 
 “Confidential Information” has the meaning set forth in Section 6.9(a). 
 “Contract” means any contract, agreement, lease, license, letter of intent, order, instrument, or other commitment that is binding on any Person or any part of its property under
applicable Law. 
 “Credit Underwriting Services Agreement” means the Credit Underwriting Services
Agreement, dated as of the date hereof, between Parent and Enova. 
 “Dispute” has the meaning set forth
in Section 5.1(a). 
 “Dispute Resolution Commencement Date” has the meaning set forth in
Section 5.1(a). 
 “Effective Date” has the meaning set forth in Section 2.1.

 “Employee Matters Agreement” means the Employee Matters Agreement, dated as of the date hereof,
between Parent and Enova. 
 “Environmental Law” means any and all Laws or determinations of any
Governmental Authority (including common or civil, as applicable, law duties established by courts) pertaining to pollution or the protection of the environment, natural resources, or plant or animal species or the remediation of contamination,
including Laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, radioactive, or toxic materials or wastes into ambient or indoor air, surface water, ground water, or
lands or otherwise relating to the treatment, storage, disposal, transportation, or release into the environment of pollutants, contaminants, or chemical, industrial, hazardous, radioactive, or toxic materials or wastes, in any jurisdiction,
federal, state, provincial, territorial, municipal, local, or foreign, in which the Parent Business or Enova Business is or has operated; including, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
Section 9601 et seq. (“CERCLA”), the Superfund Amendments Reauthorization Act, 42 U.S.C. Section 11001 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Clean Air Act, 42 U.S.C.
Section 7401 et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., and
the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq., other similar Laws or decrees in non-U.S. jurisdictions, and all other environmental conservation and protection Laws otherwise applicable to the Parent Business or Enova Business,
whether federal, state, provincial, territorial, municipal, local, or foreign, and the regulations promulgated thereto, as each has been and may be amended and supplemented from time to time, provided, however, that Environmental Laws shall not
include Laws pertaining primarily to workplace safety, such as, without limitation, the Occupational Safety and Health Act 29 U.S.C. 651 et seq., except to the extent such Laws govern environmental conditions, including the management of
asbestos-containing materials, or employee exposure or potential exposure to pollutants, contaminants, or chemical, industrial, hazardous, radioactive, or toxic materials or wastes. 

“Enova” has the meaning given such term in the Preamble. 

“Enova Auditors” has the meaning set forth in Section 6.6(a). 

  
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 “Enova Books and Records” means originals or true and complete
copies thereof, including electronic copies (if available), of (a) all minute books, corporate charters and bylaws, or comparable constitutive documents, records of share issuances, and related corporate records, of the Enova Group;
(b) all books and records primarily relating to (i) Persons who are employees of the Enova Group as of the Effective Date, (ii) the purchase of materials, supplies and services for the Enova Business, and (iii) dealings with
customers of the Enova Business; and (c) all files relating to any Action the Liability with respect to which is an Enova Liability; except that no portion of the Parent Books and Records shall be included in the “Enova Books and
Records.” 
 “Enova Business” means the business and operations conducted by Enova and the members
of the Enova Group (whether conducted independently or in association with one or more third parties through a partnership, joint venture, or other mutual enterprise), prior to, on, or after the Effective Date. 

“Enova Common Stock” means the common stock, par value $0.00001 per share, of Enova. 

“Enova Credit Facility” means the $            
million bank credit facility among Enova and a syndicate of banks led by             . 
 “Enova Debt Obligations” means all Indebtedness of Enova or any other member of the Enova Group, including the Promissory Note and Intercompany Advances. 

“Enova Environmental Liabilities” means all Liabilities arising under or relating to any Environmental Law to the
extent, as between the Parent Group and the Enova Group, such Liabilities relate to, arise out of, or result from (a) the ownership, operation, or conduct of the Enova Business at any time prior to, on, or after the Effective Date except for
those Liabilities included in clause (b) of the definition of “Parent Environmental Liabilities,” or (b) any properties or assets owned, leased, used, or held for use in connection with any terminated, divested, or
discontinued business or other activities which, at the time of such termination, divestiture, or discontinuation, related to the Enova Business as then conducted. It is understood that, consistent with the foregoing, Enova Environmental Liabilities
shall include all Liabilities arising under or relating to any Environmental Law attributable to (a) any investigation or remediation activities pertaining to environmental matters and involving any property held, owned, leased, used or
occupied by the Enova Group; and (b) the transportation, treatment, storage, or disposal of waste generated by the operations of members of the Enova Group, including liability under CERCLA or a comparable law allocated by the applicable
Governmental Authority or potentially responsible party liability allocation group, as appropriate, to members of the Enova Group. 
 “Enova Group” means Enova, each current and former subsidiary of Enova, and each Person that becomes a subsidiary of Enova after the Effective Date. 

“Enova Indemnitees” has the meaning assigned to that term in Section 3.3. 

“Enova Liabilities” means (without duplication): 

(a) any and all Liabilities that are expressly contemplated by this Agreement or any Transaction Agreement to be assumed
by Enova or any other member of the Enova Group, and all agreements, obligations, and Liabilities of any member of the Enova Group under the Transaction Agreements; 

(b) all Liabilities (other than Taxes that are not treated as liabilities of Enova under the Tax Sharing Agreement)
primarily relating to, arising out of, or resulting from the operation of the Enova Business, as conducted at any time prior to, on, or after the Effective Date including: 

(i) any Liability relating to, arising out of, or resulting from any act or failure to act by any director, officer,
employee, agent, or representative of Enova (whether or not such act or failure to act is or was within such Person’s authority); 

  
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 (ii) any Enova Environmental Liabilities; 

(iii) the Enova Debt Obligations; and 

(iv) any Liability arising under or relating to a claim made against Enova by an Enova stockholder in its capacity as such
(other than Parent) other than a claim for which Parent and the Parent Group have agreed to indemnify Enova and the Enova Group pursuant to Section 3.3(d) hereof; 
 Notwithstanding the foregoing, the Enova Liabilities shall not include the Parent Liabilities. 
 “Enova Public Documents” has the meaning set forth in Section 6.5(f). 
 “Enova Voting Stock” has the meaning set forth in Section 6.5. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute. 
 “GAAP” means United States generally accepted accounting principles consistently applied. 
 “Governmental Approvals” means any notices, reports, or other filings to be made with, or any consents, registrations, approvals, licenses, permits, or authorizations to be
obtained from, any Governmental Authority. 
 “Governmental Authority” means any nation or government,
any state, province, territory, city, municipal entity, or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative, or regulatory agency, branch, division, department, authority, instrumentality,
commission, board, bureau, or similar body, whether federal, state, provincial, territorial, municipal, local, or foreign. 

“Group” means either the Parent Group or the Enova Group, as the context requires. 

“Indebtedness” of any Person means (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (f) all indebtedness of others 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, or other encumbrance on property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (g) all guarantees by such Person of indebtedness of others, (h) all capital lease obligations of such Person, and (i) all securities or other similar instruments convertible or exchangeable into any of the
foregoing, but excluding daily cash overdrafts associated with routine cash operations. 
 “Indemnifying
Party” has the meaning set forth in Section 3.4(a). 
 “Indemnitee” has the
meaning set forth in Section 3.4(a). 
 “Indemnity Payment” has the meaning set forth in
Section 3.4(a). 
 “Information” means information, whether or not patentable or
copyrightable, in written, oral, electronic, or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names,


  
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communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work
product), and other technical, financial, reserves, employee, or business information or data. 
 “Insurance
Administration” means with respect to each Insurance Policy, (a) the accounting for retrospectively-rated premiums, defense costs, indemnity payments, deductibles, and retentions as appropriate under the terms and conditions of
such Insurance Policies, (b) the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence or aggregate limits of such Insurance Policy to be exceeded, and (c) the distribution of Insurance Proceeds
as contemplated by this Agreement. 
 “Insurance Proceeds” means those monies (a) received by an
insured from an insurance carrier, or (b) paid by an insurance carrier on behalf of the insured; in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs
or expenses (including allocated costs of in-house counsel and other personnel) incurred in the collection thereof. 

“Insured Claims” means any claim with respect to those Losses that, individually or in the aggregate, are covered
within the terms and conditions of any of the Insurance Policies, whether or not subject to deductibles, coinsurance, uncollectibility, or retrospectively-rated premium adjustments, but only to the extent that such Losses are within applicable
Insurance Policy limits, including aggregates. 
 “Insured Enova Claims” means any claim with respect to
any Loss, damage, or injury that occurred prior to the Effective Date that is against any member of the Enova Group or any director, officer, or employee of any member of the Enova Group; provided, that in the case of any such claim or any
claims identified in (a) through (c) below, such Loss, damage, or injury (including costs of defense and reasonable attorneys’ fees) are or may be insured under one or more of the Insurance Policies. Insured Enova Claims
include (a) claims for property or casualty damage or any other Loss with respect to assets of Enova, (b) claims against any member of the Enova Group whether or not the Enova Group has or has assumed liability for such claims under any
Transaction Agreement, and (c) claims against any member of the Parent Group to the extent any member of the Enova Group has liability for such claims under any Transaction Agreement. 

“Insurance Policy” means insurance policies and insurance contracts of any kind that as of the effective date of
this Agreement are or have been owned or maintained by, or provide a benefit in favor of, any member of either Group or any of its predecessors, including primary, umbrella, and excess comprehensive general liability policies, automobile insurance
policies, employment practices insurance policies, business travel accident insurance policies, worker’s compensation insurance policies, property, casualty, and business interruption insurance policies, fiduciary insurance policies, and
directors’ and officers’ liability insurance policies (including any such policy for directors and officers liability that has been purchased to provide occurrence coverage for both continuing and former directors, officers, and employees
for claims arising from or relating to events, occurrences, or other matters prior to such date that the IPO Registration Statement (as defined below) is declared effective by the Commission). The term “Insurance Policy” expressly excludes
any insurance policies relating to any employee benefits plans, but only to the extent the inclusion of such insurance policies hereunder would be inconsistent with the Employee Matters Agreement. 

“Intercompany Advances” means the intercompany advances and any other intercompany debt issued to the Parent or
any member of the Parent Group by Enova or any member of the Enova Group that are outstanding as of the IPO Closing Date including any then accrued and unpaid interest, charges and fees payable in connection therewith as of the IPO Closing Date.

 “IPO” has the meaning given such term in the Recitals. 

“IPO Closing Date” means the first date on which Enova will deliver the Common Stock to be issued in the IPO to
or as instructed by the representative of the Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to such representative of the Underwriters against payment of


  
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the purchase price by the Underwriters in federal (same day immediately available) funds by wire transfer to an account specified by Enova to the representative of the Underwriters, or at such
other time or place on the same or such other date as the representative of the Underwriters and Enova determine. 

“IPO Prospectus” means the prospectus included in the IPO Registration Statement, including any prospectus
subject to completion, final prospectus, or any supplement to or amendment of any of the foregoing. 
 “IPO
Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-176844) of Enova filed with the Commission pursuant to the Securities Act, in the form declared effective by the Commission, registering the
shares of Enova Common Stock to be issued in the IPO, together with all amendments thereto. 
 “Law”
means any law (statutory, common, or otherwise), statute, constitution, ordinance, code, rule, regulation, order, writ, judgment, injunction, or decree of any Governmental Authority, each as amended. 

“Liabilities” shall mean any and all Indebtedness, liabilities, and obligations of any nature, whether accrued,
fixed or contingent, mature or inchoate, known or unknown, foreseeable or unforeseeable, reflected on a balance sheet or otherwise, including, but not limited to, those arising under any Law, any Action, or any judgment of any court of any kind or
any award of any arbitrator of any kind, and those arising under any Contract. 
 “Losses” shall mean
any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs, and expenses (including the costs and expenses of any and all Actions and demands, assessments,
judgments, settlements, and compromises relating thereto, and attorneys’, accountants’, consultants’, and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights
hereunder), excluding losses that are special, indirect, derivative, or consequential, lost profits, or punitive damages (other than punitive damages awarded to any third party against an Indemnified Party). 

“Marketing and Customer Referral Agreement” means the Marketing and Customer Referral Agreement, dated as of the
date hereof, between Parent and Enova. 
 “NYSE” means the New York Stock Exchange, Inc. 

“Panel” has the meaning given such term in Section 5.1(b)(ii). 

“Parent” has the meaning given such term in the Preamble. 

“Parent’s Auditors” means Parent’s independent certified public accountants. 

“Parent Books and Records” means originals or true and complete copies thereof, including electronic copies (if
available), of (a) minute books, corporate charters and bylaws, or comparable constitutive documents, records of share issuances, and related corporate records, of the Parent Group; (b) all books and records primarily relating to
(i) Persons who are employees of the Parent Group as of the Effective Date, (ii) the purchase of materials, supplies, and services for the Parent Business, and (iii) dealings with customers of the Parent Business; and (c) all
files relating to any Action the Liability with respect to which is a Parent Liability. 
 “Parent
Business” means any business of Parent and any member of the Parent Group (whether conducted independently or in association with one or more third parties through a partnership, joint venture, or other mutual enterprise), other than
the Enova Business. 

  
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 “Parent Disclosure Portions” means all material set forth in the IPO
Registration Statement or the IPO Prospectus to the extent relating exclusively to (a) the Parent Group, and (b) the Parent Business, in each case furnished by Parent to Enova specifically for use therein. The parties hereby acknowledge
that the only information that Parent has furnished to Enova expressly for use in the IPO Registration Statement or any IPO Prospectus (or any amendment or supplement thereto) are the statements set forth in the
         paragraph under the caption “             ” and the
             paragraph under the caption “            ” in the IPO Prospectus. 

“Parent Environmental Liabilities” means all Liabilities arising under or relating to Environmental Law to the
extent, as between the Parent Group and the Enova Group, such Liabilities relate to, arise out of or result from: (a) the ownership, operation, or conduct of the Parent Business at any time prior to, on, or after the Effective Date except for
those Liabilities included in clause (b) of the definition of “Enova Environmental Liabilities,” or (b) any properties or assets owned, leased, used, or held for use in connection with any terminated, divested, or
discontinued business or other activities which, at the time of such termination, divestiture, or discontinuation, related to the Parent Business as then conducted. It is understood that, consistent with the foregoing, Parent Environmental
Liabilities shall include all Liabilities arising under or relating to Environmental Law attributable to (a) any investigation or remediation activities pertaining to environmental matters and involving any property held, owned, leased, used or
occupied by the Parent Group and (b) the transportation, treatment, storage, or disposal of waste generated by the operations of members of the Parent Group, including liability under CERCLA or a comparable law allocated by the applicable
Governmental Authority or potentially responsible party liability allocation group, as appropriate, to members of the Parent Group. 
 “Parent Group” means Parent, each current and former subsidiary of Parent (other than any member of the Enova Group), and each Person that becomes a subsidiary of Parent after the
Effective Date. 
 “Parent Indemnitees” has the meaning set forth in Section 3.2.

 “Parent Liabilities” means (a) any and all Liabilities that are expressly contemplated by this
Agreement or any Transaction Agreement as Liabilities to be retained or assumed by Parent or any other member of the Parent Group, (b) all agreements, obligations, and Liabilities of any member of the Parent Group under this Agreement or any
Transaction Agreement, (c) any liability arising under or relating to a claim made against Parent by a Parent shareholder in its capacity as such, and (d) any Liability of any member of the Parent Group other than the Enova Liabilities.

 “Parent Public Filings” has the meaning set forth in Section 6.5(i). 

“parties” has the meaning given such term in the Preamble. 

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization, and a Governmental Authority. 

“Privilege” has the meaning set forth in Section 6.8(a). 

“Promissory Note” means the $75 million promissory note dated September 6, 2011, by CNU Online Holdings,
LLC, in favor of Parent, including any then accrued and unpaid interest, charges and fees payable in connection therewith as of the IPO Closing Date 
 “reasonable best efforts” means a Person’s good faith best efforts to achieve such goal as soon as reasonably practicable and consistent with reasonable commercial practice
and without payment of any assignment, consent, or similar fee requested by any Person or the incurrence of unreasonable expense or hardship, and/or the requirement to engage in litigation. 

  
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 “Registration Rights Agreement” means the Registration Rights
Agreement, dated as of the date hereof, between Parent and Enova. 
 “Regulation S-K” means Regulation
S-K of the General Rules and Regulations promulgated by the Commission pursuant to the Securities Act. 
 “Regulation
S-X” means Regulation S-X of the General Rules and Regulations promulgated by the Commission pursuant to the Securities Act. 
 “Related Parties” means the officers, directors, employees, agents, contractors, successors and assigns of a party hereto. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute. 

“Separation” means the contribution to Enova of the capital stock of the subsidiaries owned by Parent through
which Parent has engaged in its online financial services business prior to the contribution in exchange for 33 million shares of Enova Common Stock, the transactions contemplated by this Agreement and the Transaction Agreements and the IPO.

 “Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of the date hereof, between Parent
and Enova. 
 “Taxes” has the meaning set forth in the Tax Sharing Agreement. 

“Third Party Claim” has the meaning set forth in Section 3.5(a). 

“Third Party Proceeds” has the meaning set forth in Section 3.4(a). 

“Transaction Agreements” has the meaning set forth in Section 2.3. 

“Transition Services Agreement” means the Transition Services Agreement, dated as of the date hereof, between
Parent and Enova. 
 “Underwriters” means the several underwriters of the IPO named in the Underwriting
Agreement. 
 “Underwriting Agreement” has the meaning set forth in Section 4.1(b).

 ARTICLE II 
 SEPARATION AND RELATED TRANSACTIONS 
 2.1 Effective Date. Unless
otherwise provided in this Agreement, or in any agreement to be executed in connection with this Agreement, the effective date of this Agreement and of each action in connection with this Agreement shall mean the time immediately prior to the IPO
Closing Date, or such other date as may be fixed by Parent (the “Effective Date”). 
 2.2
Payment. Enova shall pay to Parent from the cash proceeds remaining from the IPO after payment of all expenses associated therewith a cash amount equal to $             million for
the full repayment to Parent of all of Enova’s outstanding intercompany indebtedness, including indebtedness under the Intercompany Advances and the Promissory Note and including any accrued and unpaid interest, charges and fees payable in
connection therewith, as set forth in the IPO Prospectus under the heading, “Use of Proceeds.” 
 2.3 Transaction
Agreements. On or prior to the Effective Date, Parent and Enova shall execute and deliver (or shall cause the appropriate members of their respective Groups to execute and deliver, as applicable) the agreements between them designated as
follows: 
 (a) the Transition Services Agreement; 

  
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 (b) the Employee Matters Agreement; 

(c) the Tax Sharing Agreement; 
 (d) the Registration Rights Agreement; 
 (e) the Credit
Underwriting Services Agreement; 
 (f) the Marketing and Customer Referral Agreement; and 

(g) such other agreements, documents or instruments as the parties may agree are necessary or desirable and which
specifically state that they are Transaction Agreements within the meaning of this Agreement. 
 The agreements described and set forth in this
Section 2.3 shall be collectively, and together with this Agreement, referred to as the “Transaction Agreements.” To the extent such other documents referenced in Section 2.3(g) are not executed and delivered
on the Effective Date, they shall be executed and delivered as soon as practicable thereafter and (except as otherwise provided therein) shall be effective as of the Effective Date. 

ARTICLE III 

MUTUAL RELEASES; INDEMNIFICATION 
 3.1 Mutual Release of Pre-IPO Closing Date Claims. 
 (a)
Enova Release. Except as expressly provided in the Transaction Agreements, effective as of the Effective Date, Enova does hereby, for itself and each other member of the Enova Group and their Related Parties, remise, release, and forever
discharge Parent, each member of the Parent Group and their respective Related Parties, from any and all Liabilities whatsoever to Enova and each other member of the Enova Group, whether at law or in equity (including any right of contribution),
whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged
to have existed on or before the Effective Date, including in connection with the transactions and all other activities to implement the Separation and the IPO. 
 (b) Parent Release. Except as expressly provided in the Transaction Agreements, effective as of the Effective Date, Parent does hereby, for itself and each other member of the Parent Group and
their respective Related Parties, remise, release, and forever discharge Enova, each member of the Enova Group and their respective Related Parties, from any and all Liabilities whatsoever to Parent and each other member of the Parent Group, whether
at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to
have failed to occur or any conditions existing or alleged to have existed on or before the Effective Date, including in connection with the transactions and all other activities to implement the Separation and the IPO. 

(c) Surviving Liabilities. Nothing contained in Section 3.1(a) or 3.1(b) shall impair, limit, or
otherwise affect, any right or obligation of any Person pursuant to or contemplated by this Agreement, any Transaction Agreement, or any agreements, arrangements, commitments, or understandings that are specified in, or are contemplated to continue
pursuant to, any Transaction Agreement. Furthermore, nothing contained in Section 3.1(a) or 3.1(b) shall release any Person from: 
 (i) any Liability, contingent or otherwise, assumed, transferred, assigned, or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group
under, this Agreement or any Transaction Agreement; 

  
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 (ii) any Liability for unpaid amounts for the sale, lease, construction, or
receipt of goods, property, or services purchased, obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group prior to or after the Effective Date; 

(iii) any Liability for unpaid amounts for products or services or refunds owing on products or services for work done by
a member of one Group at the request or on behalf of a member of another Group prior to or after the Effective Date; 
 (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any other Transaction Agreement, which Liability shall be governed by the
provisions of this Article III and, if applicable, the appropriate provisions of such Transaction Agreement; or 
 (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.1. 

(d) Agreement to Make No Claims. Except as provided in this Article III, Enova shall not make, and shall not
permit any member of the Enova Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any member of the Parent Group, or any other
Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a). Except as provided in this Article III, Parent shall not make, and shall not permit any member of the
Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Enova or any member of the Enova Group, or any other Person released pursuant to
Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b). 

(e) Further Assurances. Except as expressly set forth in Section 3.1(c), it is the intent of each of
Parent and Enova by virtue of the provisions of this Section 3.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have
occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Effective Date, between or among Enova or any member of the Enova Group, on the one hand, and Parent or any member of the Parent Group, on
the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Effective Date). At any time, at the request of the other party, each party shall cause each member
of its respective Group to execute and deliver releases reflecting the provisions hereof. 
 3.2 Indemnification by
Enova. Except as provided in this Article III, the Enova Group shall indemnify, defend, and hold harmless Parent, each member of the Parent Group and their respective Related Parties (collectively, the “Parent
Indemnitees”), from and against any and all Losses of the Parent Indemnitees relating to, arising out of, or resulting from any of the following (without duplication): 

(a) the Enova Liabilities, including the failure of Enova or any other member of the Enova Group or any other Person to
pay, perform, or otherwise promptly discharge any Enova Liabilities in accordance with their respective terms, whether prior to or after the Effective Date; 
 (b) the Enova Business; 

  
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 (c) any breach by Enova or any member of the Enova Group of this Agreement
or any of the Transaction Agreements; 
 (d) the failure by Enova or any other member of the Enova Group to
perform, or the breach by Enova or any other member of the Enova Group of any term of, any contract, lease, or other Contract made by Enova or any other member of the Enova Group for which Parent has guaranteed the performance of Enova or any other
member of the Enova Group, including Parent’s guarantee of obligations to third-party lenders under Enova’s credit service organization and finance brokerage programs, and the obligations of Enova and any other member of the Enova Group
under the leases covering leased premises, and all other guarantees of obligations of Enova and any other member of the Enova Group made by Parent or any member of the Parent Group for the benefit of Enova and the Enova Group prior to the Effective
Date, unless the failure or breach by Enova or any member of the Enova Group under the applicable Contract that leads to the enforcement or attempted enforcement of the Parent or a Parent Group Member’s guarantee obligations thereunder results
solely from any act or failure to act by Parent or any member of the Parent Group; and 
 (e) any untrue
statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, with respect to all information (i) contained in the IPO Registration Statement or any IPO Prospectus (other than the Parent Disclosure Portions), (ii) contained in any public filings made by Enova with the Commission
following the IPO Closing Date, and (iii) provided by Enova to Parent specifically for inclusion in Parent’s annual or quarterly reports following the IPO Closing Date. 

3.3 Indemnification by Parent. Except as provided in this Article III, the Parent Group shall indemnify, defend, and hold
harmless Enova, each member of the Enova Group, and their Related Parties (collectively, the “Enova Indemnitees”), from and against any and all Losses of the Enova Indemnitees relating to, arising out of, or resulting from
any of the following (without duplication): 
 (a) the Parent Liabilities, including the failure of Parent or any
other member of the Parent Group or any other Person to pay, perform, or otherwise promptly discharge any Parent Liabilities, in accordance with their respective terms, whether prior to or after the Effective Date; 

(b) the Parent Business; 
 (c) any breach by Parent or any member of the Parent Group of this Agreement or any of the Transaction Agreements; 
 (d) the failure by Parent or any other member of the Parent Group to perform, or the breach by Parent or any other member of the Parent Group of any term of, any Contract made by Parent or any other
member of the Parent Group for which Enova has guaranteed the performance of Parent or any other member of the Parent Group, including Enova’s guarantee of Parent’s obligations under Parent’s senior note and credit facilities and any
other guarantees of obligations of Parent and any other member of the Parent Group made by Enova or any member of the Enova Group for the benefit of Parent and the Parent Group prior to the Effective Date, unless the failure or breach by Parent or
any member of the Parent Group under the applicable Contract that leads to the enforcement or attempted enforcement of Enova or an Enova Group member’s guarantee obligations thereunder results solely from any act or failure to act by Enova or
any member of the Enova Group; and 
 (e) with respect to all information contained in the Parent Disclosure
Portions, any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 

  
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 3.4 Indemnification Obligations Net of Insurance Proceeds and Third Party Proceeds.

 (a) The parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article
III will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Loss or (ii) other amounts recovered from any third party that actually reduce the amount of, or
are paid to the applicable Indemnitee in respect of, such Loss (“Third Party Proceeds”). Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to
indemnification or reimbursement under this Article III (an “Indemnitee”) will be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction
of the related Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Loss and subsequently receives Insurance Proceeds or Third Party
Proceeds in respect of such Loss, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or
Third Party Proceeds recovery had been received, realized, or recovered before the Indemnity Payment was made. 

(b) An insurer who would otherwise be obligated to pay any claims shall not be relieved of the responsibility with respect
thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a
“windfall” (i.e., a benefit they would not be entitled to receive in the absence of these indemnification provisions) by virtue of the indemnification provisions herein. Nothing contained in this Agreement or any Transaction
Agreement shall obligate any member of any Group to seek to collect or recover any Insurance Proceeds or Third Party Proceeds. 

3.5 Procedures for Indemnification of Third Party Claims. 

(a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental
Authority) who is not a member of the Parent Group or the Enova Group of any claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may
be obligated to provide indemnification to such Indemnitee pursuant to this Article III, such Indemnitee shall give such Indemnifying Party written notice thereof within 30 days after becoming aware of such Third Party Claim. Any such notice
shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 3.5(a) shall not relieve the related Indemnifying Party of
its obligations under this Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. 
 (b) An Indemnifying Party may elect to defend (and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own
expense and by such Indemnifying Party’s own counsel, any Third Party Claim for which indemnification is available under this Article III. Within 30 days after the receipt of notice from an Indemnitee in accordance with
Section 3.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party
Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate
counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as set forth in the next sentence. In the event that the
Indemnifying Party has elected to assume the defense of a Third Party Claim for which indemnification is available under this Article III but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any
such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. 

  
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 (c) If an Indemnifying Party elects not to assume responsibility for
defending a Third Party Claim for which indemnification is available under this Article III, or fails to notify an Indemnitee of its election as provided in Section 3.5(b), such Indemnitee may defend such Third Party Claim at the
cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. 

(d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim for which indemnification is
available under this Article III in accordance with the terms of this Agreement, no Indemnitee may settle or compromise such Third Party Claim without the consent of the Indemnifying Party. 

(e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim
without the consent of an Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order, or any monetary or nonmonetary relief to be entered, directly or indirectly, against such Indemnitee. 

(f) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party
Claim under this Article III, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense, or claim relating
to such Third–Party Claim against any claimant or plaintiff asserting such Third–Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense
(including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense, or claim. In the event of an Action for which indemnification is available under this Article III in
which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant or to add the Indemnifying Party as a
named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section 3.5
and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees, and all other external expenses, and the
allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the costs of any interest or penalties relating to any judgment or settlement. 

3.6 Additional Matters. 
 (a) With respect to any Third Party Claim that implicates both Enova and Parent in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related
indemnities set forth in this Agreement or any of the Transaction Agreements, the parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with
respect thereto) so as to minimize such Liabilities and defense costs associated therewith. The party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to
significant matters relating thereto and may, if necessary or helpful, associate counsel to assist in the defense of such claims. 
 (b) Except with respect to matters pertaining solely to, or solely in connection with, the Enova Business, Parent may, in its sole discretion, have exclusive authority and control over the investigation,
prosecution, defense and appeal of all Actions pending at the IPO Closing Date relating to or arising in connection with, in any manner, the Enova assets or the Enova Liabilities if Parent or a member of the Parent Group is named as a party thereto;
provided, however, that 

  
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Parent must obtain the written consent of Enova, such consent not to be unreasonably withheld, to settle or compromise or consent to the entry of judgment with respect to such Action. After any
such compromise, settlement, consent to entry of judgment or entry of judgment, Parent shall reasonably and fairly allocate to Enova and Enova shall be responsible for Enova’s proportionate share of any such compromise, settlement, consent or
judgment attributable to the Enova Business, the Enova assets or the Enova Liabilities, including its proportionate share of the costs and expenses associated with defending same. 

(c) Any claim under this Article III on account of a Loss which does not result from a Third–Party Claim shall
be asserted by written notice given by the Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond
within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such
Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement. 
 (d) THE PARTIES UNDERSTAND AND AGREE THAT THE INDEMNIFICATION OBLIGATIONS HEREUNDER AND UNDER THE OTHER TRANSACTION AGREEMENTS MAY INCLUDE INDEMNIFICATION FOR LOSSES RESULTING FROM, OR ARISING OUT OF,
DIRECTLY OR INDIRECTLY, AN INDEMNIFIED PARTY’S OWN NEGLIGENCE OR STRICT LIABILITY. 
 (e) The provisions of
Sections 3.2 through 3.6 shall not apply with respect to indemnification or indemnification procedures concerning Taxes (which are governed exclusively by the Tax Sharing Agreement), or services provided under the Transition Services
Agreement (which are governed exclusively by the Transition Services Agreement). 
 3.7 Remedies Cumulative. The remedies
provided in this Article III shall be cumulative and, subject to the provisions of Article VI, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying
Party. 
 3.8 Survival of Indemnities. The rights and obligations of each of Parent and Enova and their respective
Indemnitees under this Article III shall survive the sale or other transfer by any such party of any assets or businesses or the assignment by it of any Liabilities. 
 3.9 Indemnification of Directors and Officers. It is the parties’ intent that each of Enova and Parent, as applicable, shall be responsible for the costs and expenses incurred pursuant to any
indemnification obligations to its current and former officers, directors, employees, and agents; provided, however, to the extent that a party’s current or former officer, director, employee, or agent shall receive indemnification or an
advancement of funds from the other party (the party so indemnifying or advancing funds, the “advancing party”) pursuant to an indemnification obligation of the advancing party to such Person under its certificate of
incorporation or bylaws, an employment agreement or otherwise, then the advancing party shall be reimbursed promptly and in full by the other party. The parties agree that reimbursement pursuant to this Section 3.9 shall not be construed
to expand or limit the parties’ respective indemnification rights and obligations under this Article III or to confer upon any Person any rights of indemnification. 

3.10 Mitigation of Damages. The parties each agree to attempt to mitigate, and to cause each of the members of their respective
Groups to attempt to mitigate, any Losses that such party may suffer as a consequence of any matter giving rise to a right to indemnification under this Article III by taking all actions which a reasonable Person would undertake to minimize
or alleviate the amount of Losses and the consequences thereof, as if such Person would be required to suffer the entire amount of such Losses and the consequences thereof by itself, without recourse to any remedy against another Person, including
pursuant to any right of indemnification hereunder. 

  
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 ARTICLE IV 
 THE IPO AND ACTIONS PENDING THE IPO 
 4.1 Transactions Prior to the
IPO. Subject to the conditions specified in Section 4.4, Parent and Enova shall use their reasonable best efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this
Section 4.1 (to the extent not previously accomplished): 
 (a) Enova has filed the IPO Registration
Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or appropriate, responding promptly to any comments of the Commission,
and taking such other action with respect to the IPO Registration Statement as may be reasonably requested by Parent. Parent and Enova shall also cooperate in preparing, filing with the Commission, and causing to become effective a registration
statement registering the Enova Common Stock under the Exchange Act, and any registration statement or amendments thereto which are required to reflect the establishment of, or amendments to, any employee benefit, and other plans necessary or
appropriate in connection with the IPO, the Separation or the other transactions contemplated by this Agreement. 

(b) Enova shall enter into an underwriting agreement with the Underwriters (the “Underwriting
Agreement”), in form and substance reasonably satisfactory to Parent, and shall comply with its obligations thereunder. 
 (c) Parent and Enova shall consult with each other and the Underwriters regarding the timing, pricing, and other material matters with respect to the IPO, it being understood that decisions on such
matters may be dictated by Parent in its sole discretion. 
 (d) Enova shall take all such action as may be
necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions other than the United States) in connection with the IPO. 

(e) Enova shall prepare, file, and use reasonable best efforts to seek to make effective, an application for listing of
the Enova Common Stock issued in the IPO on the NYSE, subject only to official notice of issuance and filing of customary final documentation. 
 4.2 Use of Proceeds. Enova shall use the net proceeds from the issuance and sale by Enova of Enova Common Stock in the IPO (after deduction of all expenses in connection with the IPO payable by
Enova as provided in Section 6.11) to repay all amounts owed to Parent or any member of the Parent Group under the Promissory Note and Intercompany Advances, and otherwise as set forth in the IPO Prospectus under the heading, “Use
of Proceeds.” 
 4.3 Cooperation for IPO. Enova shall consult with, and cooperate in all respects with, Parent in
connection with the pricing and marketing, including any road show presentations, of the Enova Common Stock to be offered in the IPO. Enova shall, at Parent’s direction, promptly take any and all actions necessary or desirable to consummate the
IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement. Notwithstanding anything to the contrary contained herein, as between Parent and Enova, Parent may in its sole discretion choose to terminate, abandon, or amend
any aspect of the IPO at any time prior to the IPO Closing Date, and Enova promptly shall take all actions directed by Parent in that regard. 
 4.4 Conditions Precedent to Consummation of the IPO. The parties shall use their reasonable best efforts to satisfy the conditions listed below. The obligations of the parties to use their
reasonable best efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions. The conditions set forth below are for the sole benefit of Parent and shall not give rise to or create any duty
on the part of Parent or the Parent board of directors to waive or not waive any such condition. 

  
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 (a) The IPO Registration Statement shall have been filed and declared
effective by the Commission, and there shall be no stop order threatened or in effect with respect thereto. 

(b) The applicable actions and filings with regard to state securities and blue sky laws of the United States (and any
comparable laws under any foreign jurisdictions) described in Section 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. 

(c) The Enova Common Stock to be issued in the IPO shall have been accepted for listing on the NYSE, subject only to
official notice of issuance and filing of customary final documentation. 
 (d) Enova shall have entered into the
Underwriting Agreement and all conditions to the obligations of Enova and the Underwriters shall have been satisfied or waived. 
 (e) Parent shall be satisfied, in its sole discretion, that following the IPO, Parent will own less than 50% of Enova Common Stock or otherwise will be permitted to account for its investment in Enova
using the equity method of accounting and to not continue to consolidate Enova’s results of operations with Parent’s consolidated results of operations, in each case as may be determined by Parent in its sole discretion. 

(f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and
effect. 
 (g) No order, injunction, or decree issued by any court or other Governmental Authority of competent
jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Transaction Agreement shall be in effect. 

(h) Such other actions as Parent hereto may, based upon the advice of the Underwriters, accountants, or counsel,
reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. 
 (i) This Agreement and all the Transaction Agreements shall have been executed and delivered and shall not have been terminated. 

(j) No event shall have occurred making it inadvisable, in Parent’s sole discretion, to effect the IPO. 

ARTICLE V 

DISPUTE RESOLUTION; ARBITRATION 
 5.1 Dispute Resolution. 
 (a) Any dispute, controversy or
claim arising out of or relating to this Agreement or the Transactions Agreements, or the breach, termination or validity thereof (“Dispute”) which arises between the parties shall first be negotiated between appropriate
senior executives of each party (excluding the chairman of the board and chief executive officer of each party) who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the
Dispute prior to pursuing other available remedies, within ten (10) days of receipt by a party of notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Resolution Commencement Date.”
Discussions and correspondence relating to trying to resolve such Dispute shall be treated as Confidential Information and subject to Privilege of each of Parent and Enova developed for the purpose of settlement and shall be exempt from discovery or
production and shall not be admissible in any subsequent proceeding between the parties. 

  
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 (b) Binding Arbitration. If the senior executives are unable to
resolve the Dispute within sixty (60) days from the Dispute Resolution Commencement Date, on the request of either party, the Dispute between the parties shall be submitted to binding arbitration under the Commercial Arbitration Rules of the
American Arbitration Association, or if the American Arbitration Association is unavailable, another nationally recognized commercial arbitration association selected by the parties (the “Association”), as in effect at the
time of the Dispute, in Fort Worth, Texas. This agreement to arbitrate shall include claims for injunctive relief, as discussed further below. 
 (i) Procedure for Injunctive Relief. In the event a party seeks injunctive relief, the claim shall be administratively expedited by the Association, which shall appoint a single, neutral arbitrator
for the limited purpose of deciding such claim. Such arbitrator shall be a qualified member of the State Bar of Texas in good standing, and preferably shall be a retired state or federal district judge. The single arbitrator shall decide the claim
for injunctive relief immediately on hearing or receiving the parties’ submissions (unless, in the interests of justice, he must rule ex parte); provided, however, that the single arbitrator shall rule on such claims within 24 hours of
submission of the claim to the Association. The single arbitrator’s ruling shall not extend beyond 14 calendar days and on application by the claimant, up to an additional 14 days following which, after a hearing on the claim for injunctive
relief, a temporary injunction may issue pending the award. Any relief granted under this procedure for injunctive relief shall be specifically enforceable in the state district courts situated in Tarrant County, Texas, on an expedited, ex parte
basis and shall not be the subject of any evidentiary hearing or further submission by either party, but the court, on application to enforce a temporary order, shall issue such orders as necessary to its enforcement. 

(ii) Procedure after a Claim for Injunctive Relief or where no Claim for Injunctive Relief Is Made. The arbitrator
shall be selected as follows: in the event the parties to the arbitration agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event the parties to the arbitration do not so agree, each party shall select one
independent, qualified arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator(s) are herein referred to as the “Panel.” Each party shall have the right to strike any individual
arbitrator who shall be employed by or affiliated with a competing organization to such party. 
 (iii)
Arbitration shall take place in Fort Worth, Texas, or any other location mutually agreeable to the parties. At the request of either party, arbitration proceedings will be conducted in the utmost confidentiality; in such case all documents,
testimony and records shall be received, heard and maintained by the arbitrator or the Panel (as the case may be) in confidence, available for inspection only by the parties and their respective attorneys and their respective experts, who shall
agree in advance and in writing to receive all such information confidentially and to maintain such information in confidence until such information shall become generally known. Subject to the restrictions contained in this Agreement, the
arbitrator or the Panel (as the case may be) shall be able to award any and all relief, including relief of an equitable nature. The award rendered by the arbitrator or the Panel (as the case may be) may be enforceable in any court having
jurisdiction thereof, provided such court is located in the venue prescribed by this Agreement. 
 (iv) Except as
otherwise provided for herein, each party shall bear its own attorneys’ fees associated with the arbitration, as well as the costs of any witnesses or other evidence such party produces or causes to be produced, and other costs and expenses of
the arbitration shall be borne as provided by the rules of the Association. 

  
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 The prevailing party in the resolution of any Dispute concerning this Agreement, any
provision hereof or any actual or alleged breach hereof, shall be entitled to its reasonable attorneys’ fees, including investigation and costs of discovery, and other costs connected with the resolution of such Dispute, in addition to all
other recovery or relief. The prevailing party shall be that party receiving substantially the relief sought or successfully defending substantially the position maintained in the Dispute, whether or not brought to final award or judgment.

 (v) In addition to any other recovery or relief ordered pursuant hereto, the arbitrator or the Panel (as the
case may be) may award either party all or part of its reasonable and necessary attorneys’ fees and all or part of its reasonable and necessary out of pocket costs incurred pursuant to the arbitration; provided, however, that the arbitrator or
the Panel (as the case may be) shall not have the power to award punitive or exemplary damages, and any recovery, relief or award shall be subject to the limitations of remedy and liability recited elsewhere in this Agreement. In awarding fees and
costs, if at all, the arbitrator or the Panel (as the case may be) shall endeavor to reach a just and fair result, considering among other possible factors, which party, if any, prevailed substantially in the Dispute (measured in terms of quantum of
recovery successfully obtained or resisted). Except as required by law, any such recovery, relief or award shall be kept confidential, except as necessary for the enforcement of same, and shall be final, binding, and conclusive on the parties.

 (vi) The arbitration agreement of the parties set forth in this Section 5.1(b) shall be construed
and performed in accordance with the laws of the State of Texas, without reference to Texas choice of law or conflicts of law rules. 
 (c) Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Transaction Agreement during the course of Dispute
resolution pursuant to the provisions of this Section 5.1 with respect to all matters not subject to such Dispute. 

ARTICLE VI 

COVENANTS AND OTHER MATTERS 
 6.1 Other Agreements. In addition to the specific agreements, instruments, and other documents contemplated by this Agreement, Parent and Enova agree to execute or cause to be executed by the
appropriate parties and deliver, as appropriate, such other agreements, instruments, and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Transaction Agreements. 

6.2 Further Instruments. At the request of either Parent or Enova following the Effective Date, and without further consideration,
the other party will execute and deliver, and will cause the applicable members of its Group to execute and deliver, to the requesting party and the applicable members of its Group such other instruments of transfer, conveyance, assignment,
substitution, and confirmation and take such action as the requesting party may reasonably deem necessary or desirable in order to more effectively transfer, convey, and assign to the requesting party and the members of its Group and confirm the
requesting party’s and the members of its Group’s title to all of the assets, rights, and other items contemplated to be transferred to the requesting party and the members of its Group pursuant to and in connection with the Separation,
this Agreement, the other Transaction Agreements, and any documents referred to therein, to put the requesting party and the members of its Group in actual possession and operating control thereof and to permit the requesting party and the members
of its Group to exercise all rights with respect thereto (including rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained to the extent such consent
is reasonably necessary). At the request of either Parent or Enova following the Effective Date, and without further consideration, the other party will execute and deliver, and will cause the applicable members of its Group to execute and deliver,
to the requesting party and the applicable members of its 

  
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Group all instruments, assumptions, novations, undertakings, substitutions, or other documents and take such other action as the requesting party may reasonably deem necessary or desirable in
order to have the other party fully and unconditionally assume and discharge the Liabilities contemplated to be assumed by the other party under this Agreement, any Transaction Agreement, or any document in connection herewith and to relieve the
Parent Group or the Enova Group, as applicable, of any liability or obligation with respect thereto and evidence the same to third parties. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other
instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Separation, the IPO and the other transactions contemplated hereby. Neither the requesting party
nor the other party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys’ fees, and recording or similar fees. 

6.3 Provision of Corporate Records. As soon as practicable after the Effective Date, Parent shall use reasonable best efforts to
deliver or cause to be delivered to Enova all Enova Books and Records in the possession of Parent or any member of the Parent Group not previously delivered to Enova, and Enova shall use reasonable best efforts to deliver or cause to be delivered to
Parent all Parent Books and Records in the possession of Enova or any member of the Enova Group not previously delivered to Parent. The foregoing shall be limited by the following: 

(a) To the extent any document (including computer files, as applicable) can be subdivided without unreasonable effort or
cost into two portions, one of which constitutes an Enova Book and Record and the other of which constitutes a Parent Book and Record, such document (including computer files, as applicable) shall be so subdivided and the appropriate portions shall
be delivered to the parties. 
 (b) In the case of this Section 6.3, “reasonable best
efforts” shall require only deliveries of (i) specific books and records or a reasonably limited class of items requested by the other party and (ii) specific books and records identified by a party in the ordinary course of business
and determined by such party to be material to the other’s business. 
 (c) Each party may retain copies of
books and records delivered to the other, subject to holding in confidence in accordance with Section 6.9 Information contained in such books and records. 

(d) Each party may in good faith refuse to furnish any books and records under this Section 6.3 if it
reasonably believes in good faith that doing so could materially adversely affect its ability to successfully assert a claim of Privilege. 
 (e) No party shall be required to deliver to the other parties books and records or portions thereof which are subject to any Law or confidentiality agreements which would by their terms prohibit such
delivery; provided, however, that if requested by the other party, such party shall use reasonable best efforts to seek a waiver of, or other relief from, such confidentiality restriction. 

(f) Nothing in this Section 6.3 shall affect the rights and obligations of any party to the Tax Sharing
Agreement with respect to the sharing of information related to Taxes. 
 6.4 Agreement for Exchange of Information.

 (a) Each of Parent and Enova agrees to provide, or cause to be provided, to each other as soon as reasonably
practicable after written request therefor, any Information in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing, or other requirements imposed on the
requesting party (including under applicable securities laws) by Law or by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any regulatory, judicial, or other proceeding or


  
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in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena, or other similar requirements, (iii) to comply with its obligations under this Agreement or any Transaction
Agreement, or (iv) in connection with its ongoing businesses as it relates to the conduct of such businesses, as the case may be; provided, however, that in the event that any party determines that any such provision of
Information could be commercially detrimental, violate any Law or agreement, or waive any Privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

 (b) After the Effective Date, notwithstanding the parties’ rights and obligations in Sections
6.5(c) and (e) hereof and subject to the Transition Services Agreement, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the
other party to satisfy its tax, reporting, accounting, audit, and other obligations in compliance with all applicable Law and stock exchange requirements, and (ii) each party shall provide, or cause to be provided, to the other party and the
applicable members of its Group in such form as such requesting party shall reasonably request, at no charge to the requesting party, all financial and other data and information as the requesting party reasonably determines to be necessary or
advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. 

(c) Any Information owned by a party that is provided to a requesting party pursuant to this Section 6.4 shall
be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. 

(d) To facilitate the possible exchange of Information pursuant to this Section 6.4 and other provisions of
this Agreement after the Effective Date, each party agrees to use reasonable best efforts to retain all Information in its respective possession or control substantially in accordance with its respective record retention policies as in effect on the
Effective Date. However, except as set forth in the Tax Sharing Agreement, at any time after the Effective Date, Enova may amend its record retention policies at Enova’s discretion; provided, however, that if Enova desires to
effect the amendment within three years after the Effective Date, Enova must give Parent 30 days prior written notice of such change in the policy. No party will destroy, or permit any member of its Group to destroy, any Information that
exists on the Effective Date (other than Information that is permitted to be destroyed under the Parent record retention policy in effect as of the Effective Date or the Enova record retention policy in effect as of the date hereof) without first
using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction. 

(e) Each party will use its reasonable best efforts to ensure that Information provided to the other party hereunder is
accurate and complete; provided, however, no party shall have any liability to any other party in the event that any Information exchanged or provided pursuant to this Section 6.4 is found to be inaccurate, in the absence
of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable best efforts by such party to comply with the provisions
of Section 6.4(d). 
 (f) The rights and obligations granted under this Section 6.4 are
subject to any specific limitations, qualifications, or additional provisions on the sharing, exchange, or confidential treatment of Information set forth in this Agreement and any Transaction Agreement. 

(g) Each party shall, except in the case of a Dispute subject to Article V brought by one party against another
party (which shall be governed by such discovery rules as may be applicable under Article V or otherwise), use reasonable best efforts to make available to each other party, upon written request, the former, current, and future directors,
officers, employees, other personnel, and agents of such party as witnesses and any books, records, or other documents 

  
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within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees,
other personnel, and agents) or books, records, or other documents may reasonably be required by the other party in connection with any regulatory, judicial, legal, administrative or other proceeding in which the requesting party may from time to
time be involved, regardless of whether such regulatory, judicial, legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in
connection therewith, upon the presentation of witnesses therefor; provided, that witnesses shall be made available under this Section 6.4(g) without cost other than reimbursement of actual out-of-pocket expenses and reasonable
attorneys’ fees and expenses incurred. 
 6.5 Financial Information. Effective on the IPO Closing Date and for so
long as Parent beneficially owns at least 10% of the total voting power of all classes of then outstanding capital stock of Enova entitled to vote generally in the election of directors (“Enova Voting Stock”), each party
agrees that: 
 (a) Disclosure of Financial Controls. 

(i) Enova shall (and shall cause each other member of the Enova Group to) maintain effective disclosure controls and
procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act and in any similar or successor rule to the extent applicable to Parent. 

(ii) Enova shall cause each of its principal executive and principal financial officers to (A) sign and deliver
certifications to its periodic reports and shall include the certifications in its periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation S-K and in any similar or successor rule to the extent
applicable to Parent and (B) sign and deliver to Parent certification and representation documents, and orally discuss related matters, with respect to its periodic reports, in a manner substantially similar to the parties’ practice in the
periods prior to the Effective Date. Such certification and representation documents shall be delivered by Enova to Parent no later than the earlier of (x) four Business Days prior to the date Enova publicly files its periodic report with the
Commission or otherwise makes such financial statements publicly available or (y) four Business Days prior to the date on which Parent has notified Enova that Parent intends to file its periodic report with the Commission. 

(iii) Enova shall cause its management to evaluate its disclosure controls and procedures and internal control over
financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Exchange Act Rule 13a-15 and in any similar or successor rule to the extent applicable to Parent. 

(iv) Without limiting the general application of the foregoing, Enova shall (and shall cause each other member of the
Enova Group to) maintain internal systems and procedures which provide reasonable assurance that (A) Enova’s financial statements are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of
members of the Enova Group are recorded as necessary to permit the preparation of Enova’s financial statements, (C) the receipts and expenditures of members of the Enova Group are authorized at the appropriate level within Enova, and
(D) unauthorized use or disposition of the assets of any member of the Enova Group that could have a material effect on Enova’s financial statements is prevented or detected in a timely manner. 

(b) Fiscal Year. Enova shall (and shall cause each member of the Enova Group to) maintain a fiscal year that
commences and ends on the same calendar days as the fiscal year of Parent commences and ends, and to maintain monthly accounting periods that commence and end on the same calendar days as the monthly accounting periods of Parent commence and end.


  
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 (c) Monthly Financial Statements. For the month including the
Effective Date and for each month thereafter, Enova shall deliver to Parent final consolidated and consolidating balance sheets, statements of operations, and statements of cash flows as well as a consolidated statement of stockholders’ equity
for the Enova Group as of and for such period and balance sheets and statements of operations for each member of the Enova Group that is included in the consolidated financial statements, as the case may be, as of and for such period, in such format
and detail as Parent may reasonably request. All of the financial statements described in the preceding sentence shall be prepared in accordance with GAAP and Rule 1-02(bb) and Article 10 of Regulation S–X and in accordance with any similar or
successor rules to the extent applicable to Parent, and shall be delivered by Enova to Parent no later than 10 Business Days after the month-end being reported. 
 (d) Financial Reporting. Following the Effective Date: 
 (i)
As soon as practicable, and in any event no later than 10 Business Days after the quarter-end being reported, Enova shall deliver to Parent (i) the information required in Rule 1-02(bb) and Article 10 of Regulation S-X, and (ii) the
consent described in Section 6.6(f) below. As soon as practicable, and in any event no later than 12 Business Days after the quarter-end being reported, Enova shall deliver to Parent final consolidated and consolidating balance sheets,
statements of operations, and statements of cash flows as well as a consolidated statement of stockholders’ equity for the Enova Group as of and for the quarter and year-to-date ended and balance sheets and statements of operations for each
member of the Enova Group that is included in the consolidated financial statements, as the case may be, as of and for the quarter and year-to-date ended, in such format and detail as Parent may reasonably request. All of the financial statements
described in the preceding sentence shall be stated in United States dollars, shall be prepared in accordance with GAAP and Article 10 of Regulation S–X and in accordance with any similar or successor rule to the extent applicable to Parent.

 (ii) As soon as practicable, and in any event no later than 10 Business Days after the year-end being
reported, Enova shall deliver to Parent the information required in Rule 1-02(bb) and Article 10 of Regulation S-X. As soon as practicable, and in any event no later than 12 Business Days after the year-end being reported, Enova shall deliver to
Parent final consolidated and consolidating balance sheets, statements of operations, and statements of cash flows as well as a consolidated statement of stockholders’ equity for the Enova Group as of and for the year ended and balance sheets
and statements of operations for each member of the Enova Group that is included in the consolidated financial statements, as the case may be, as of and for the year-to-date ended, in such format and detail as Parent may reasonably request. All of
the financial statements described in the preceding sentence shall be stated in United States dollars, shall be prepared in accordance with GAAP and Article 10 of Regulation S–X and in accordance with any similar or successor rule to the extent
applicable to Parent. 
 (iii) As soon as practicable, and in any event no later than the earlier of
(x) five Business Days prior to the date on which Enova is required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) five Business Days prior to the date on which Parent has
notified Enova that Parent intends to file its Form 10–K or other document containing annual financial statements of Parent with the Commission, Enova shall deliver to Parent its Form 10–K, in substantially final form; provided, further,
that Enova may continue to revise such Form 10–K prior to the filing thereof in order to make corrections and changes, which corrections and changes shall be delivered by Enova to Parent as soon as practicable, and in any event within eight
hours after they are made; provided, further, that Parent and Enova financial or legal representatives shall actively consult with each other regarding any changes (whether or not substantive) that Enova may consider making to its Form 10–K up
until the earlier of (x) five Business Days prior to the date on which Enova is 

  
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required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) three Business Days prior to the date on which Parent has notified
Enova that Parent intends to file its Form 10–K or other document containing annual financial statements of Parent with the Commission, with particular focus on any changes that would have an effect upon the financial statements or related
disclosures of Parent. Changes made after the earlier of the dates described in the preceding sentence must be approved by Parent. 
 (iv) In addition to the foregoing and subject to applicable Law, no financial statement or any other document that refers to or contains information not previously publicly disclosed with respect to
Parent or the ownership of Enova by Parent, the Transaction Agreements, or the Separation shall be filed with the Commission or otherwise made public by any Enova Group member without the prior written consent of Parent. 

(v) Notwithstanding anything to the contrary in this Section 6.5, Enova shall file its annual financial
statements with the Commission on the same date that Parent files the Parent annual financial statements with the Commission unless otherwise required by applicable Law. 

(e) Enova Reports Generally. Enova shall deliver to Parent: (i) preliminary and substantially final drafts, as
soon as the same are prepared, of (x) all reports, notices, and proxy and information statements to be sent or made available by Enova to its stockholders, (y) all regular, periodic and other reports to be filed or furnished under Sections
13, 14 and 15 of the Exchange Act, and (z) all registration statements and prospectuses to be filed by Enova with the Commission or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange
((x), (y) and (z) collectively, the “Enova Public Documents”), and (ii) as soon as practicable, but in no event later than four Business Days (other than with respect to 8-Ks) prior to the
earliest of the dates on which the same are printed, sent, or filed, current drafts of all such Enova Public Documents and, with respect to 8-Ks, as soon as practicable, but in no event later than two Business Days prior to the earliest of the dates
on which the same are printed, sent, or filed in the case of planned 8-Ks and as soon as practicable, but in no event less than four hours prior to the earliest of the times on which the same are printed, sent, or filed (or, for 8-Ks to be filed
before noon, in no event later than 5:00 p.m. Fort Worth, Texas time on the previous Business Day) in the case of unplanned 8-Ks, with such notice to be provided to Parent’s legal representative with confirmation of receipt; provided,
however, that Enova may continue to revise such Enova Public Documents prior to the filing thereof in order to make corrections and changes, which corrections and changes shall be delivered by Enova to Parent as soon as practicable, and in
any event within eight hours after they are made; provided, further, that Parent and Enova financial and/or legal representatives shall actively consult with each other regarding any changes (whether or not substantive) Enova may
consider making to any of its Enova Public Documents and related disclosures prior to any anticipated filing with the Commission, with particular focus on any changes that would have an effect upon the financial statements or related disclosures of
Parent. In addition to the foregoing and subject to applicable Law, no Enova Public Document or any other document that refers to or contains information not previously publicly disclosed with respect to the ownership of Enova by Parent, the
Transaction Agreements, or the Separation shall be filed with the Commission or otherwise made public by any Enova Group member without the prior written consent of Parent. 

(f) Other Information. With reasonable promptness, Enova shall deliver to Parent such additional financial and
other information and data with respect to the Enova Group and their business, properties, financial positions, results of operations, and prospects as from time to time may be reasonably requested by Parent. 

  
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 (g) Press Releases and Similar Information. Enova and Parent shall
consult with each other as to the timing of their annual and quarterly earnings releases and any interim financial guidance for a current or future period and shall give each other than opportunity to review the information therein relating to the
Enova Group and to comment thereon. Enova shall make reasonable efforts to issue its annual and quarterly earnings releases three (3) calendar days prior to the date that Parent issues its annual and quarterly earnings releases. 

(h) Cooperation on Parent’s Filings. Enova shall cooperate fully, and shall use reasonable best efforts to
cause its auditors to cooperate fully, with Parent, to the extent reasonably requested by Parent, in the preparation of Parent public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on
Form 10-K, Current Reports on Form 8-K, and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the Commission or any national securities exchange or otherwise made
publicly available by or on behalf of Parent (collectively, the “Parent Public Filings”). Enova shall provide to Parent all information Parent reasonably requests in connection with any Parent Public Filings or that, in the
judgment of legal advisors to Parent, is required to be disclosed or incorporated by reference therein under applicable Law. Enova shall provide such information in a timely manner on the dates requested by Parent (which may be earlier than the
dates on which Enova otherwise would be required hereunder to have such information available) to enable Parent to prepare, print, and release all Parent Public Filings on such dates as Parent shall determine. If and to the extent requested by
Parent, Enova shall diligently and promptly review all drafts of such Parent Public Filings and consult with Parent in a diligent and timely fashion in the preparation of the disclosures of any portion of such Parent Public Filing pertaining to
Enova. Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Enova shall, if requested by Parent, certify for and on behalf of Enova that the information relating to any Enova Group member or the
Enova Business in such Parent Public Filing is accurate, true, complete, and correct in all material respects. Unless otherwise required by applicable Law, Enova shall not publicly release any financial or other information that conflicts with the
information with respect to any Enova Group member or the Enova Business that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereof, Parent shall provide Enova with a draft of any
portion of a Parent Public Filing containing information relating to the Enova Group and shall give Enova a reasonable opportunity to review such information and comment thereon; provided, however, that Parent shall determine in its
sole and absolute discretion the final form and content of all Parent Public Filings. 
 6.6 Auditors and Audits; Annual and
Quarterly Statements and Accounting. Each party agrees that, following the Effective Date, if and for so long as Parent is required to account for its investment in Enova either through consolidation or under the equity method of accounting
(determined in accordance with GAAP and consistent with Commission reporting requirements): 
 (a) Selection
of Auditor. At all times, Enova shall retain a nationally recognized accounting firm to serve as its independent certified public accountants for purposes of providing an opinion on Enova’s consolidated financial statements (the
“Enova Auditors”). 
 (b) Date of Auditor’s Opinion and Annual and Quarterly
Reviews. Enova shall use reasonable best efforts to enable the Enova Auditors to complete their audit such that they will date their opinion on Enova’s audited annual financial statements prior to or on the same date that Parent’s
Auditors date their opinion on Parent’s audited annual financial statements, and to enable Parent to meet its timetable for the printing, filing, and public dissemination of Parent’s annual financial statements, including press releases
relating to earnings information. Enova shall use reasonable best efforts to enable the Enova Auditors to complete their annual and quarterly review procedures such that they will provide clearance on Enova’s annual and quarterly financial
statements on the same date that Parent’s Auditors provide clearance on Parent’s annual and quarterly financial statements, and to enable Parent to meet its timetable for the printing, filing, and public dissemination of Parent’s
annual and quarterly financial statements, including press releases relating to earnings information. 

  
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 (c) Information for Preparation of Financial Statements. Enova shall
provide to Parent on a timely basis all Information that Parent reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Parent’s annual, quarterly, and periodic financial statements, including
press releases relating to earnings information. Without limiting the generality of the foregoing, Enova will provide all required financial information with respect to the Enova Group to the Enova Auditors in a sufficient and reasonable time and in
sufficient detail to permit the Enova Auditors to take all steps and perform all reviews necessary to provide sufficient assurance to Parent’s Auditors with respect to Information to be included or contained in Parent’s annual, quarterly,
and periodic financial statements, including press releases relating to earnings information. Similarly, Parent shall provide to Enova on a timely basis all Information that Enova reasonably requires to meet its schedule for the preparation,
printing, filing and public dissemination of Enova’s annual, quarterly, and periodic financial statements, including press releases relating to earnings information. Without limiting the generality of the foregoing, Parent will provide all
required financial Information with respect to the Parent Group to Parent’s Auditors in a sufficient and reasonable time and in sufficient detail to permit Parent’s Auditors to take all steps and perform all reviews necessary to provide
sufficient assurance to the Enova Auditors with respect to Information to be included or contained in Enova’s annual, quarterly, and periodic financial statements, including press releases relating to earnings information. 

(d) Access to Auditors and Work Papers. Enova shall authorize the Enova Auditors to make available to Parent’s
Auditors both the personnel who performed or are performing the annual audits and quarterly reviews of Enova and work papers related to such audits and reviews of Enova, in all cases within a reasonable time prior to the Enova Auditors’ opinion
date, so that Parent’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Enova Auditors as it relates to Parent’s Auditors’ report on Parent’s financial statements, all
within sufficient time to enable Parent to meet its timetable for the printing, filing, and public dissemination of Parent’s annual and quarterly financial statements, including press releases relating to earnings information. 

(e) Comfort Letters. Upon Parent’s request, Enova shall use reasonable best efforts to cause to be delivered
“comfort letters” of the Enova Auditors with regard to Enova’s financial statements, dated as of the pricing dates and the closing date(s) and addressed to the underwriters, in any offering of securities by Parent or any member of the
Parent Group for which such comfort letters are required by underwriters. Such “comfort letters” shall be in form reasonably satisfactory to Parent and customary in scope and substance for “comfort letters” delivered by
independent public accountants in connection with public securities offerings. 
 (f) Auditor Consents.
Enova shall use reasonable best efforts to cause the Enova Auditors to consent to the inclusion of their report in, and to be named in, Parent’s filings with the Commission with respect to any such information as is customary for such consents.

 6.7 Assignment to Parent Transferee. Parent may transfer all or any portion of its rights under Sections 6.4,
6.5, and 6.6 to a Parent Transferee that is required to consolidate the results of operations and financial position of Enova and any other member of the Enova Group or to account for its investment in Enova under the equity method of
accounting (in either case, determined in accordance with GAAP and consistent with Commission reporting requirements). Parent shall give written notice to Enova of its transfer of rights under this Section 6.7 no later than 30 days after
Parent enters into a binding agreement for such transfer of rights. Such notice shall state the name and address of the Parent Transferee and the scope of rights being transferred under this Section 6.7. In connection with any such
transfer, the term “Parent” as used in Sections 6.4, 6.5, and 6.6 shall, where appropriate to give effect to the assignment of rights and obligations hereunder to such Parent Transferee, be deemed to refer to such
Parent Transferee. Parent and any Parent Transferee may exercise the rights under Sections 6.4, 6.5, and 6.6 in such priority, as among themselves, as they shall agree upon among themselves, and Enova shall observe any such
agreement of which it shall have notice as provided above. 

  
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 6.8 Preservation of Legal Privileges. 

(a) Parent and Enova recognize that the members of their respective Groups possess and will possess information and advice
that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each
party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve, and assert for its own benefit all such information and advice, but both parties
shall ensure that such information is maintained so as to protect the Privileges with respect to the other party’s interest. To that end, no party will knowingly waive or compromise any Privilege associated with such information and advice
without the prior written consent of the other party. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the parties, such disclosure shall not be deemed a waiver
of Privilege with respect to such information, and any party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. 

(b) The rights and obligations created by this Section 6.8 shall apply to all information relating to the
Enova Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the
Separation, is in the possession of either party and (ii) all information generated, received, or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). 

(c) Upon receipt by either party of any subpoena, discovery, or other request that may call for the production or
disclosure of information that is the subject of a Privilege, or if a party obtains knowledge that any current or former employee of a party has received any subpoena, discovery, or other request that may call for the production or disclosure of
such information, such party shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.8 or otherwise to prevent the production or disclosure of such
information. Absent receipt of written consent from the other party to the production or disclosure of information that may be covered by a Privilege, each party agrees that it will not produce or disclose any information that may be covered by a
Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. 

6.9 Confidentiality. 
 (a) Until the date that is five years from the date hereof, Parent and Enova shall hold and shall cause the members of the Parent Group and the Enova Group, respectively, to hold, and shall each cause
their respective directors, officers, members, managers, partners, employees, agents, consultants, and advisors to hold, in strict confidence and not to disclose or release without the prior written consent of the other party, any and all
Confidential Information (as defined herein); provided, that the parties may disclose, or may permit disclosure of, Confidential Information: (i) to their respective auditors, attorneys, financial advisors, bankers, and other appropriate
consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the parties hereto and in respect of whose failure to comply with
such obligations, Parent or Enova, as the case may be, will be responsible or (ii) to the extent any member of the Parent Group or the Enova Group is compelled to disclose any such Confidential Information by judicial or administrative process
or, in the opinion of legal counsel, by other requirements of Law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, Parent or Enova,
as the case may be, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which both parties will cooperate in seeking
to obtain. In the event that such appropriate protective order 

  
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or other remedy is not obtained, the party being compelled to disclose the Confidential Information shall furnish or cause to be furnished only that portion of the Confidential Information that
is legally required to be disclosed. As used in this Section 6.9, “Confidential Information” shall mean all proprietary, technical, financial, customer, employee or operational Information of one party which,
prior to or following the Effective Date, has been disclosed by Parent or members of the Parent Group, on the one hand, or Enova or members of the Enova Group, on the other hand, in written, oral (including by recording), electronic, or visual form
to, or otherwise has come into the possession of, the other, including pursuant to any provision of this Agreement (except to the extent that such Confidential Information can be shown to have been (i) in the public domain through no fault of
such party or (ii) later lawfully acquired from other sources by the party to which it was furnished; provided, however, in the case of (ii) that such sources did not provide such Confidential Information in breach of
any confidentiality obligations). 
 (b) Notwithstanding anything to the contrary set forth herein,
(i) Parent and the other members of the Parent Group, on the one hand, and Enova and the other members of the Enova Group, on the other hand, shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information
if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar Information and (ii) confidentiality obligations provided for in any agreement between Parent
or any other member of the Parent Group, or Enova or any other members of the Enova Group, on the one hand, and any employee of Parent or any other member of the Parent Group, or Enova or any other members of the Enova Group, on the other hand,
shall remain in full force and effect. Confidential Information of Parent or any other member of the Parent Group, on the one hand, or Enova or any other member of the Enova Group, on the other hand, in the possession of and used by the other as of
the Effective Date may continue to be used by such Person in possession of the Confidential Information in and only in the operation of the Parent Business or the Enova Business, as the case may be, and may be used only so long as the Confidential
Information is maintained in confidence and not disclosed in violation of Section 6.9(a). Such continued right to use the Confidential Information may not be transferred to any third party unless the third party purchases all or
substantially all of the business and assets in which the relevant Confidential Information is used or employed in one transaction or in a series or related transactions. In the event that such right to use the Confidential Information is
transferred in accordance with the preceding sentence, the transferring party shall not disclose the source of the relevant Confidential Information. 
 6.10 Compliance with Laws and Policies. 
 (a) Effective on
the IPO Closing Date and for so long as Parent beneficially owns at least 10% of the total voting power of all classes of then outstanding capital stock of Enova entitled to vote generally in the election of directors, Enova shall comply with all
Law and all of its legal internal policies and procedures; provided, however, that nothing contained herein shall require compliance with policies that, in the opinion of counsel to Enova, do not comply with then applicable Law.

 (b) Each party hereby acknowledges that it is aware that Parent is, and following the consummation of the IPO,
Enova will be, a company subject to the reporting requirements of the Exchange Act and that the laws of the United States and other applicable securities laws restrict persons with material non-public information about a company obtained directly or
indirectly from that company from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell
such securities. In addition, each party hereby acknowledges that unauthorized disclosure of such material non-public information may be in violation of the securities laws, including Regulation FD as promulgated by the Commission, and other
applicable laws or regulations. Each party hereby agrees that, during the term of this Agreement, it will not directly or indirectly offer to sell or purchase, sell, purchase or contract to sell or purchase any shares of capital stock or other
securities of the other party or 

  
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any securities convertible into or exchangeable or exercisable for, or that represent the right to receive, such other party’s capital stock, whether now owned or hereinafter acquired, owned
directly by such party or with respect to which such party has beneficial ownership within the rules and regulations of the Commission, while such party is in possession of material non-public information of the other party. 

6.11 Payment of Expenses. Each of Enova and Parent shall pay all underwriting fees, discounts and commissions it incurs in
connection with the IPO. On the IPO Closing Date, Enova shall reimburse Parent for all costs (including third party costs) incurred by Parent related to the IPO prior to such date other than underwriting fees, discounts and commissions incurred by
Parent in connection with the IPO. 
 6.12 Risk Management. For the period from the IPO Closing Date until the
termination of the Transition Services Agreement, Enova shall consult with Parent in connection with its risk management matters relating to its hedging and derivatives programs, transactions, agreements, and arrangements. 

6.13 Other Covenants. So long as Parent beneficially owns at least 10% of the total Enova Voting Stock: 

(a) Parent’s Rights as Stockholder. Enova shall not, without the prior written consent of Parent (which Parent
may withhold in its sole and absolute discretion), take, or cause to be taken, directly or indirectly, any action (including making or failing to make any election under the law of any state or other relevant jurisdiction) that has the effect,
directly or indirectly, of restricting or limiting the ability of Parent freely to sell, transfer, assign, pledge, or otherwise dispose of shares of Enova Common Stock or would restrict or limit the rights of any transferee of Parent as a holder of
shares of Enova Common Stock other than with respect to that certain Lock-Up Agreement, dated September 13, 2011, by Parent in favor of the Underwriters in connection with the Underwriting Agreement . Without limiting the generality of the
foregoing, Enova shall not, without the prior written consent of Parent (which Parent may withhold in its sole and absolute discretion), take any action, or recommend to its shareholders any action, which would limit the legal rights of, or deny any
benefit to, Parent as an Enova stockholder either (i) solely as a result of the amount of Enova Voting Stock owned by Parent or (ii) in a manner not applicable to holders of Enova Voting Stock generally. 

(b) Compliance with Parent’s Contracts. To the extent that Parent is a party to any contract providing that
certain actions or inactions of affiliates of Parent (which for purposes of such contract includes any member of the Enova Group) may result in Parent being in breach of or in default under such contract (provided, that Parent will use
reasonable best efforts to exclude the actions or inactions of members of the Enova Group from any such contract entered into after the Effective Date), and Parent has advised Enova of the existence, and has furnished Enova with copies, of such
contract (or the relevant portions thereof), Enova shall not take or fail to take, as applicable, and Enova shall cause the other members of the Enova Group not to take or fail to take, as applicable, any actions that reasonably could result in
Parent being in breach of or in default under such contract. The parties acknowledge and agree that Parent may in good faith enter into additional contracts or amendments to existing contracts; providing, that certain actions or inactions of
subsidiaries or affiliates of Parent (including, for purposes of such contracts or amendments, members of the Enova Group) may result in Parent being in breach of, or in default under, such contracts. In such event, provided, that Parent has
notified Enova of such additional contracts or amendments, Enova shall not thereafter take or fail to take, as applicable, and Enova shall cause the other members of the Enova Group not to take or fail to take, as applicable, any actions that
reasonably could result in Parent being in breach of or in default under such additional contracts or amendments. Parent acknowledges and agrees that Enova shall not be deemed in breach of this Section 6.13(b) to the extent that, prior
to being notified by Parent of an additional contract or an amendment to an existing Contract pursuant to this Section 6.13(b), an Enova Group member already has taken or failed to take one or more actions that would otherwise constitute
a breach of this Section 6.13(b) had such action(s) or inaction(s) occurred after such notification, provided, that Enova does not, after notification by Parent, take any further action or fail to take any action that contributes
further to such breach or default. 

  
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 6.14 Parent Guarantees. To the extent that any member of the Parent Group has
guaranteed any Liabilities of any member of the Enova Group, (a) Enova will (and will cause its other Group members to) use its reasonable best efforts to cause the beneficiaries of such guarantees to release such Parent Group member therefrom
and (b) with respect to any such guarantee that is not so released, Enova (for itself and on behalf of all of its Group members) acknowledges that no Parent Group member will have any obligation after the Effective Date to agree to any further
amendments, restatements, extensions, or other modifications of such guarantee or of any Liability guaranteed thereby. If such release(s) are not obtained by the Effective Date, the parties will continue to work together and use their reasonable
best efforts to cause such guarantees to be released within six months from the IPO Closing Date. 
 6.15 Non-Solicitation of
Employees. 
 (a) Parent No Hire. For a period of two years from the IPO Closing Date, Parent agrees
not to, without Enova’s consent, (i) solicit, recruit, or hire any employees, independent contractors, or officers of the Enova Group who have worked for or been contracted to the Enova Business immediately prior to the IPO Closing Date
and who are employed full-time by Enova or a member of the Enova Group immediately after the IPO Closing Date or (ii) solicit or encourage any current employee or independent contractor of the Enova Group who has worked full-time for the Enova
Business to leave the employment of Enova or a member of the Enova Group. Nothing in this Section 6.17 shall prevent or restrict Parent or any member of the Parent Group from employing any individual who responds to a general
solicitation for employment made by or on behalf of Parent or any member of the Parent Group that is not specifically directed at employees, independent contractors, or officers of Enova who have worked in the Enova Business or any individual who,
after the IPO Closing Date, initiates contact with Parent or any member of the Parent Group for purposes of seeking employment. 
 (b) Enova No Hire. For a period of two years from the IPO Closing Date, Enova agrees not to, without Parent’s consent, (i) solicit, recruit, or hire any employees, independent
contractors, or officers of the Parent Group who have worked for or been contracted to the Parent Business immediately prior to the IPO Closing Date and who are employed full-time by Parent or a member of the Parent Group immediately after the IPO
Closing Date or (ii) solicit or encourage any current employee or independent contractor of the Parent Group who has worked full-time for the Parent Business to leave the employment of Parent or a member of the Parent Group. Nothing in this
Section 6.17 shall prevent or restrict Enova or any member of the Enova Group from employing any individual who responds to a general solicitation for employment made by or on behalf of Enova or any member of the Enova Group that is not
specifically directed at employees, independent contractors, or officers of Parent who have worked in the Parent Business or any individual who, after the IPO Closing Date, initiates contact with Enova or any member of the Enova Group for purposes
of seeking employment. 
 ARTICLE VII 
 INSURANCE 
 7.1 Insurance Policies and Rights. 

(a) To the extent permitted under the terms of any applicable Insurance Policy, without limiting the availability of
subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Enova shall include any and all rights of an insured party, including rights of indemnity and the right to be defended by or at the expense of the insurer,
and to receive Insurance Proceeds with respect to all Insured Enova Claims under any Insurance Policies. The Enova Group shall be solely responsible for any and all premiums, deductibles, self-insured retentions, retrospective premiums, claims
handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Enova Claims. 

  
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 (b) To the extent permitted under the terms of any applicable Insurance
Policy, without limiting the availability of subrogation rights as an Indemnifying Party under Section 3.5(f), the assets of Parent shall include any and all rights of an insured party, including rights of indemnity and the right to be
defended by or at the expense of the insurer, and to receive Insurance Proceeds under any Insurance Policies other than the rights under any Insurance Policies which are solely assets of Enova. The Parent Group shall be solely responsible for any
and all premiums, deductibles, self-insured retentions, retrospective premiums, claims handling, and other charges owed under the Insurance Policies with respect to the coverage provided for Insured Claims other than Insured Enova Claims.

 (c) Nothing in this Agreement is intended to relieve any insurer of any Liability under any Insurance Policy.

 7.2 Administration and Reserves. Consistent with the provisions of Article III, from and after the Effective
Date: 
 (a) Parent shall be responsible for (i) Insurance Administration of the Insurance Policies with
respect to any liabilities of any member of the Parent Group, any assets of the Parent Group or any claims as to which the Parent Group has retained rights of reimbursement or subrogation pursuant to this Agreement or any Transaction Agreement; and
(ii) Claims Administration with respect to any liabilities of any member of the Parent Group, any assets of the Parent Group, or any claims as to which the Parent Group has retained rights of reimbursement or subrogation pursuant to this
Agreement or any Transaction Agreement. It is understood that the retention of the Insurance Policies by Parent is in no way intended to limit, inhibit, or preclude any right to insurance coverage for any Insured Claim or any other rights under the
Insurance Policies, including claims of Enova and any of its operations, subsidiaries, and affiliates for insurance coverage, reimbursement, subrogation, or otherwise. 

(b) Enova shall be responsible for (i) Insurance Administration of the Insurance Policies which insure the Enova
Group only and (ii) Claims Administration with respect to any liabilities of any member of the Enova Group, any assets of the Enova Group, or any claims as to which the Enova Group has rights of reimbursement or subrogation pursuant to this
Agreement or any Transaction Agreement. 
 (c) The parties shall cooperate with regards to Insurance
Administration, and shall share material information concerning such matters so that both the Enova Group and the Parent Group are aware on a continuing basis of remaining aggregate limits of coverage, deductible payments, retrospective premium
payments, and other material matters relevant to continued dealings with insurers providing coverage for Liabilities of both Groups. 
 (d) Nothing in this Agreement shall be construed or deemed to affect in any way the right of Parent to obtain and administer future insurance policies or to enter into future indemnification agreements
with third parties on whatever terms it believes to be advisable, including the entry into insurance policies covering Parent and its subsidiaries. 
 (e) Nothing in this Agreement shall be construed or deemed to affect in any way the right of Enova to obtain and administer future insurance policies or to enter into future indemnification agreements
with third parties on whatever terms it believes to be advisable, including the entry into insurance policies covering Enova and its subsidiaries. 
 7.3 Allocation of Insurance Proceeds; Cooperation. Except as otherwise provided in Section 3.4, the parties shall use reasonable best efforts to ensure that Insurance Proceeds received
with respect to claims, costs, and expenses under the Insurance Policies shall be paid to Parent with respect to Parent Liabilities and to Enova with respect to the Enova Liabilities. 

  
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 7.4 Reimbursement of Expenses. Enova shall reimburse the relevant insurer or the
relevant third party administrator or Parent, as appropriate, to the extent required under any Insurance Policy or Claims Handling Agreement for any services performed after the Effective Date with respect to any and all Insured Enova Claims which
are not Parent Liabilities which are paid, settled, adjusted, defended, and/or otherwise handled by such insurer or third party administrator pursuant to the terms and conditions of such Insurance Policy or Claims Handling Agreement. 

7.5 No Reduction of Coverage. Except for reduction in coverage resulting from submission and payment of claims, no party shall
take any action to eliminate or reduce coverage available to the other parties under any Insurance Policy or Claims Handling Agreement for any claims without the prior written consent of the other parties (which shall not be unreasonably withheld or
delayed); provided, however, that nothing herein shall affect a party’s right to amend the terms of a Claims Handling Agreement or Insurance Policy on renewal or otherwise; and provided, that no member of the Parent Group
shall have any Liability to any member of the Enova Group if any Insurance Policy is terminated or otherwise ceases to be in effect for any reason, is unavailable, or is inadequate to cover any Liability of the Enova Group for any reason.

 7.6 Shared Insurance Policies Other Than D&O, Fiduciary, and Employment Practices Liability. Effective on the
Effective Date, Parent will take the necessary action to terminate the Enova Group’s coverage with respect to occurrences on or after the Effective Date under the shared Insurance Policies excluding any directors’ and officers’,
fiduciary, and employment practices liability policies. Any resulting return of premium or credit will be allocated between the Parent Group and the Enova Group in proportion to their respective contributions to the payment of such premium. Each of
the Parent Group and the Enova Group shall be responsible for obtaining its own replacement policies (if so desired) for occurrences on or after the Effective Date. 
 7.7 D&O, Fiduciary, and Employment Practices Liability. Each of the Parent Group and the Enova Group shall obtain its own directors’ and officers’, fiduciary, and employment practices
liability policies for acts or omissions occurring on or after such date that the IPO Registration Statement is declared effective by the Commission. 
 ARTICLE VIII 
 MISCELLANEOUS 

8.1 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party because of the authorship of any provision of
this Agreement. Any reference to any federal, state, provincial, territorial, local, or foreign law shall be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. Any
reference to any contract or agreement (including schedules, exhibits, and other attachments thereto), including this Agreement, shall be deemed also to refer to such contract or agreement as amended, restated, or otherwise modified, unless the
context requires otherwise. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders shall be construed to
include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context requires otherwise. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Where this Agreement states that a party “will” or
“shall” perform in some manner or otherwise act or omit to act, it means that such party is legally obligated to do so in accordance with this Agreement. The captions, titles, and headings included in this Agreement are for convenience
only and do not affect this Agreement’s construction or interpretation. Any reference to an Article or Section in this Agreement shall refer to an Article or Section of this Agreement, unless the context otherwise requires. This Agreement is
for the sole benefit of the parties (and, solely for purposes of Article III, the Parent Indemnitees and the Enova Indemnitees) and does not, and is not intended to, confer any rights or remedies in favor of any Person (including any insurer,
employee, director or shareholder of Parent or any insurer, employee, director or shareholder of Enova) other than the parties. 

  
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 8.2 Conflicts with Other Transaction Agreements. To the extent any portion of this
Agreement conflicts, or is inconsistent, with any other Transaction Agreement, this Agreement shall control; provided, however, that if there are any conflicting or inconsistent provisions in (i) the Tax Sharing Agreement, the Tax
Sharing Agreement shall control, and (ii) the Employee Matters Agreement with respect to employee and employee benefit matters, the Employee Matters Agreement shall control. 

8.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY TRANSACTION AGREEMENT, IN NO EVENT SHALL ANY MEMBER
OF THE PARENT GROUP OR THE ENOVA GROUP OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES BE LIABLE TO ANY OTHER MEMBER OF THE PARENT GROUP OR THE ENOVA GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR LOST
PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY TRANSACTION AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT. 

8.4 Assignment. Except as set forth herein, no party shall assign, transfer, or otherwise alienate any or all of its rights or
interest under this Agreement without the express prior written consent of the other parties, which consent may be granted or withheld in such other parties’ sole discretion. Any attempted transfer in violation of the previous sentence shall be
invalid and ineffective ab initio. 
 8.5 Entire Agreement. This Agreement and the other Transaction Agreements, and the
exhibits and schedules referenced or attached hereto or thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede (a) all prior oral or written proposals or agreements,
(b) all contemporaneous oral proposals or agreements, and (c) all previous negotiations and all other communications or understandings between the parties, in each case with respect to the subject matter hereof and thereof. 

8.6 Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be
duly given upon delivery, if delivered by hand, facsimile or other generally accepted means of electronic transmission, or mail (with postage prepaid), to the following addresses: 

 

	 	(a)	If to Enova to: 

 Enova
International, Inc. 
 200 West Jackson Blvd. 
 Chicago, Illinois 60606 
 Attn: General Counsel 

Fax: (866) 326-5265 
  

	 	(b)	If to Parent, to: 

 Cash America
International, Inc. 
 1600 West 7th Street 
 Fort Worth, Texas 76102 
 Attn: General Counsel 

Fax: (817) 570-1647 
 or
to such other addresses or telecopy numbers as may be specified by like notice to the other party. 
 8.7 Governing Law.
This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of Texas, excluding its conflict of laws rules. 

  
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 8.8 Termination. This Agreement may be terminated at any time prior to the Effective
Date by and in the sole discretion of Parent without the approval of Enova. 
 8.9 Severability. If any term or other
provision of this Agreement shall be determined by a court, Governmental Authority, or arbitrator to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not render the entire Agreement invalid. Rather, this
Agreement shall be construed as if not containing the particular invalid, illegal, or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to
modify this Agreement so as to give effect to the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable Law.

 8.10 Amendment. This Agreement may only be amended by a written agreement executed by all the parties. 

8.11 Guarantees. Parent will cause to be performed and hereby guarantees the performance of any and all actions of each of the
members of the Parent Group to the extent such actions are necessary or appropriate to effectuate the provisions of this Agreement. Enova will cause to be performed and hereby guarantee the performance of any and all actions of each of the members
of the Enova Group to the extent such actions are necessary or appropriate to effectuate the provisions of this Agreement. 

8.12 Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original and all of
which, when taken together, will constitute one and the same agreement. Any signature affixed to this Agreement by a party hereto may be delivered by such party to the other party via electronic or facsimile transmission and any party’s
signature affixed to this Agreement that is delivered to the other party via an electronic or facsimile transmission shall be treated as an original signature to this Agreement and will constitute an original counterpart of this Agreement.

 8.13 Authority. Each party represents to the other parties that (a) it has the corporate power and authority to
execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered
this Agreement, and (d) this Agreement is its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and general equity principles. 
 8.14 Binding Effect. This Agreement and each other
Transaction Agreement binds and benefits the parties and their respective successors and permitted assigns. Other than those Persons entitled to indemnity under Article III, there are no third party beneficiaries having rights under or with
respect to this Agreement. 
 8.15 Waiver. A provision of this Agreement or any other Transaction Agreement may be waived
only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy, or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in
requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once
given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this Agreement or any other Transaction Agreement is not intended to be exclusive, and a party’s rights and
remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity. 

  
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 8.16 Further Assurances. From time to time, each party agrees to execute and deliver
such additional documents, and will provide such additional information and assistance as any party may reasonably require to carry out the terms of this Agreement. 
 8.17 Effect if IPO Does Not Occur. If the IPO is terminated pursuant to the Underwriting Agreement, then all actions and events that are, under this Agreement, to be taken or occur effective as of
the IPO Effective Date, or otherwise in connection with the IPO, will not be taken or occur except to the extent specifically agreed otherwise by the parties hereto. 
 [Signature page follows.] 

  
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 WHEREFORE, the parties have signed this Separation Agreement effective as of the date
first set forth above. 
  

			
	CASH AMERICA INTERNATIONAL, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	ENOVA INTERNATIONAL, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
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