EX-10.40





 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K,
ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 

Exhibit 10.40 

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT 

THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of February 13, 2020, but effective as
of January 22, 2020 (the “Effective Date”) is entered into among the Credit Parties, the Agents and the Lenders (each as defined below) to amend that certain Revolving Credit Agreement, dated as of August 19, 2019 (as
amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as further amended by this Amendment, the “Amended Credit Agreement”), among Opportunity
Funding SPE IV, LLC (the “Borrower”), Opportunity Financial, LLC (the “Company”), as originator (in such capacity, the “Originator”), as servicer (in such capacity, the “Servicer”)
and as a Seller (in such capacity, a “Seller”), OppWin, LLC (“OppWin”), as a Seller (in such capacity, a “Seller”; the Borrower, the Company, the Servicer, the Originator and each Seller,
collectively, the “Credit Parties”), BMO Harris Bank N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”
and together with the Administrative Agent, the “Agents”) and the Lenders parties thereto from time to time (the “Lenders” and each, individually, a “Lender”). 

PRELIMINARY STATEMENTS 

WHEREAS, the Borrower, the Servicer, the Originator, the Sellers, the Agents and the Lenders entered into the Existing Credit Agreement
whereby the Lenders agreed to extend a revolving credit facility (the “Facility”) to the Borrower and the Borrower agreed to secure its Obligations under the Existing Credit Agreement by granting to the Collateral Agent, for the
benefit of the Secured Parties, a first priority Lien on all of its assets; and 
 WHEREAS, the parties hereto desire to amend the Existing
Credit Agreement on the terms and conditions set forth herein. 
 NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows: 
 AGREEMENT 

1.    Definitions. Capitalized terms that are used in this Amendment (including the recitals hereto, which
are herein incorporated) but are not defined herein shall have the meanings set forth in the Amended Credit Agreement, unless otherwise stated. 

2.    Amendments to Credit Agreement. Effective as of the date of this Amendment, the Existing Credit
Agreement is hereby amended as follows: 
 (a)     Section 1.01 of the Existing Credit Agreement is hereby amended
by amending and restating the definition of “Additional Bank Partner Originator” in its entirety as follows: 
 “Additional
Bank Partner Originator” means First Electronic Bank, a Utah state chartered bank, and any additional bank partner selected by the Company and approved by the Administrative Agent in its sole discretion. 












 (b)    Section 5.11 of the Existing Credit Agreement is hereby
amended by amending and restating clause (a)(ii) in its entirety as follows: 
 (ii)    Senior
Leverage Ratio. As of the last day of each month, the Senior Leverage Ratio shall not be more than (A) [***] from the Closing Date through and including January 31, 2020, (B) [***] from February 29, 2020 through and including August 31, 2020,
(C) [***] for September 30, 2020, and (D) [***] at all times thereafter. 
 (c)    Appendix C of the Existing
Credit Agreement is hereby amended by adding a new paragraph 47 immediately following paragraph 46 to read in its entirety as follows: 

47.    With respect to any Receivable originated by First Electronic Bank, the Administrative Agent shall have received
and approved in writing a copy of the complete Credit Policies with respect to Receivables originated by First Electronic Bank. 

(d)    Appendix D of the Existing Credit Agreement is hereby amended by amending and restating paragraph 6 in its
entirety as follows: 
 6.    The amount by which the aggregate Remaining Funded Amount of all Eligible
Receivables for which the related Obligor has an Opportunity Financial Score (as determined on the date of underwriting) less than [***] exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables. 

3.    Limitation of Amendments. 

(a)     The amendments set forth in Section 2, above, are effective for the purposes set forth
herein and shall be limited precisely as written. This Amendment does not, and shall not be construed to, constitute a waiver of any past, present or future violation of the Credit Agreement, the other Credit Documents or any other related document,
and shall not, directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect any Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the
Credit Agreement, any other Credit Document or any other related document (all of which rights are hereby expressly reserved by the Agents and Lenders), (ii) except as specifically set forth herein, amend or alter any provision of the Credit
Agreement, any other Credit Document or any other related document, (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any of its Affiliates or any right, privilege or remedy of any Agent or any
Lender under the Credit Agreement, any other Credit Document or any other related document or (iv) constitute any consent (deemed or express) by any Agent or any Lender to any prior, existing or future violations of the Credit Agreement, any
other Credit Document or any other related document. There are no oral agreements among the parties hereto, and no prior or future discussions or representations regarding the subject matter hereof shall constitute a waiver of any past, present or
future violation of the Credit Agreement, any other Credit Document or any other related document. 
 (b)    This
Amendment shall be construed in connection with and as part of the Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements 

  
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 set forth in the Credit Agreement, as amended by this Amendment, and each other Credit Document are hereby
ratified and confirmed and shall remain in full force and effect, except that on and after the date hereof all references in the other Credit Documents to the “Credit Agreement,” “thereto,” “thereof,”
“thereunder” or words of like import referring to the Credit Agreement shall mean and refer to the Amended Credit Agreement. 

4.    Representations and Warranties. 

(a)     Each Credit Party affirms that the execution, delivery and performance of this Amendment and the performance by it
of the Amended Credit Agreement have been duly authorized by all necessary action, and it has all requisite power and authority to execute, deliver and perform this Amendment and to perform the Amended Credit Agreement. 

(b)     Each Credit Party represents and warrants that this Amendment and the Amended Credit Agreement constitute its
legally valid and binding obligations, enforceable against it in accordance with the respective terms hereof and thereof, except as enforcement may be limited by equitable principles (regardless of whether enforcement is sought in equity or at law)
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. 

(c)     Each Credit Party (with respect to itself) represents and warrants that the representations and warranties
contained in Section 4 of the Existing Credit Agreement are true and correct in all material respects after giving effect to this Amendment on and as of the date hereof as though made on and as of the date hereof (except to the extent such
representations and warranties expressly relate to an earlier date), and no Default or Event of Default exists (after giving effect to this Amendment) or would result from this Amendment becoming effective in accordance with its terms. 

5.    Conditions Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Administrative Agent: 

(a)     The Administrative Agent shall have received this Amendment duly executed by the Credit Parties and the Lenders.

 (b)     Borrower shall have paid to the Agents and the Lenders, as applicable, all outstanding Permitted Expenses.

 (c)     The Administrative Agent shall have received the Additional Bank Partner Originator Program Agreements in
respect of First Electronic Bank, in form and substance satisfactory to Administrative Agent, including without limitation (i) the Loan Program Agreement, Sale Agreement, and Servicing Agreement with respect to such Additional Bank Partner
Originator, (ii) to the extent available, Credit Policies for the Company Receivables to be originated by such Additional Bank Partner Originator and (iii) evidence that the Borrower and/or the Company shall have taken or caused to be
taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (including a UCC filing against such Additional Bank
Partner Originator in favor of the relevant Seller) reasonably required by the Collateral Agent or the Administrative Agent. 

  
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 (d)    The Administrative Agent shall have received UCC lien searches
against First Electronic Bank which shall be in form and substance acceptable to the Administrative Agent. 

(e)    Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative
Agent and its counsel. 
 6.    Ratifications. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the Credit Documents and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other
Credit Documents are ratified and confirmed as of the Effective Date and shall continue in full force and effect. The Borrower hereby agrees that all Liens and security interests securing payment of the Obligations under the Credit Documents are
hereby collectively renewed, ratified and brought forward as security for the payment and performance of the Obligations. The Credit Parties, the Agents and the Lenders agree that the Credit Agreement and the other Credit Documents, as amended
hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). 

7.    Guarantor(s) Reaffirmation. Each Guarantor hereby acknowledges that it has reviewed the terms and
provisions of this Amendment and consents to any modification of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms to the the Agents and the Lenders that, after giving effect to the foregoing Amendment, its
Guaranty and each other Credit Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Each Guarantor acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the waivers or modifications to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future waivers or modifications to the Credit Agreement.

 8.    Reference to Credit Agreement; Amendment as a Credit Document. Each of the Credit Agreement and
the other Credit Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so
that any reference in the Credit Agreement and such other Credit Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby. Each Credit Party acknowledges and agrees that this Amendment constitutes a
“Credit Document.” 

  
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 9.    Expenses of Agents and Lenders. Each Credit Party
agrees to pay, jointly and severally, promptly after demand, all reasonable and documented out-of-pocket costs and expenses of the Agents and the Lenders in connection
with the negotiation, preparation, execution and delivery of this Amendment in accordance with Section 9.2 of the Amended Credit Agreement. 

10.     Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

11.    Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Agents,
the Lenders, the Credit Parties, and their respective successors and permitted assigns, except that the Credit Parties may not assign or transfer any of its respective rights or obligations hereunder without the prior written consent of the
Administrative Agent. 
 12.    Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by
telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. 

13.    No Waiver. Other than as specifically set forth in Section 2, nothing
contained in this Amendment shall be construed as an amendment or waiver by the Agents or the Lenders of any covenant or provision of the Credit Agreement, the other Credit Documents, this Amendment, or of any other contract or instrument among the
Credit Parties, the Lenders and the Agents, and the failure of the Lenders and the Agents at any time or times hereafter to require strict performance by the Credit Parties of any provision thereof shall not waive, affect or diminish any right of
the Agents to thereafter demand strict compliance therewith. The Agents and Lenders hereby reserve all rights granted to each of them under the Credit Agreement, the other Credit Documents, this Amendment and any other contract or instrument among
the Credit Parties and any one or more of the Agents and the Lenders. 
 14.    Release. To the extent
permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against the Lenders, the Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, arising
out of, in connection with, as a result of, or in any way related to this Amendment and each Credit Document on or before the date of this Amendment and each of Credit Party hereby waives, releases and agrees not to sue upon any such claim or any
such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 

15.    Headings. Article and Section headings used herein are for convenience of reference only, are not
part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

16.    Applicable Law. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE CONSTRUED
AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

  
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 17.    Final Agreement. THE CREDIT AGREEMENT, AS
AMENDED HEREBY, CONSTITUTES THE ENTIRE CONTRACT BETWEEN AND AMONG THE PARTIES RELATING TO THE SUBJECT MATTER THEREOF AND SUPERSEDES ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER THEREOF. 

18.    Time. Time is of the essence of this Amendment. 

[Page intentionally left blank; signature pages follow] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date
first above-written. 
  

			
	OPPORTUNITY FUNDING SPE IV, LLC,
	    as Borrower
		
	By:	 	 /s/ Jared Kaplan

	Name:	 	Jared Kaplan
	Title:	 	Chief Executive Officer
	
	OPPORTUNITY FINANCIAL, LLC,
	     in its individual capacity, as Originator, Servicer, a
Guarantor and a Seller

		
	By:	 	 /s/ Jared Kaplan

	Name:	 	Jared Kaplan
	Title:	 	Chief Executive Officer
	
	OPPWIN, LLC,
	    as a Seller
		
	By:	 	 /s/ Jared Kaplan

	Name:	 	Jared Kaplan
	Title:	 	Chief Executive Officer



  
 Signature Page to
Amendment No. 2 to Revolving Credit Agreement 













 
			
	BMO HARRIS BANK N.A., as Administrative Agent,
	    Collateral Agent, and sole Lender
		
	By:	 	 /s/ Kathryn K. Huszagh

	Name:	 	Kathryn K. Huszagh
	Title:	 	Assistant Vice President



  
 Signature Page to
Amendment No. 2 to Revolving Credit Agreement