EX-10.35





 [***] 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 10.35 

Execution Version 

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT 

THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of December 26, 2019 (the
“Effective Date”) to that certain Revolving Credit Agreement, dated as of April 15, 2019 (as amended, restated supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as
amended by this Amendment, the “Amended Credit Agreement”), among Opportunity Funding SPE V, LLC (the “Borrower”), Opportunity Financial, LLC (the “Company”), as originator (in such capacity, the
“Originator”), as servicer (in such capacity, the “Servicer”), as a guarantor (in such capacity, a “Guarantor”) and as a Seller (in such capacity, a “Seller”), OppWin, LLC
(“OppWin”), as a Seller (in such capacity, a “Seller”) and as a guarantor (in such capacity, a “Guarantor”; the Borrower, the Company, the Servicer, the Originator each Guarantor and each Seller,
collectively, the “Credit Parties”), Midtown Madison Management LLC, 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 Credit Parties, the Administrative Agent 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 adding the following definition in proper alphabetical order: 
 [***] 












 (b)     Section 1.01 of the Existing Credit Agreement is hereby
amended by amending and restating the definition of “Credit Policies” in its entirety as follows: 
 “Credit
Policies” means the credit policies and practices, credit models and underwriting guidelines (including, without limitation, the Originator’s methodology with respect to assigning Opportunity Financial Scores, maximum allowable
payment-to-income ratios, minimum allowable [***] or minimum allowable [***], minimum allowable [***], minimum allowable Opportunity Financial Scores, renewal policies and procedures and exception policies) (i) of the Originator in effect as of
the date hereof and attached hereto as Appendix I-I (with respect to Company Receivables originated by the Company or its Affiliates), (ii) in effect as of the date hereof and attached hereto as Appendix I-II (with respect to Company Receivables
originated by the FinWise Originator) and (iii) as approved in writing by the Administrative Agent (with respect to Company Receivables originated by any Additional Bank Partner Originator), in each case, as such guidelines may be amended from
time to time in accordance herewith. 
 (c)    Appendix D of the Existing Credit Agreement is hereby amended by
amending and restating paragraph 1, paragraph 8 and paragraph 9 in their entirety as follows: 
 1.    (i) With respect
to each Eligible Receivable for which the related Obligor has a [***], the aggregate Remaining Funded Amount of each such Eligible Receivable that causes the weighted average [***] (as determined on the date of underwriting) of the related Obligors
for all Eligible Receivables to be less than [***] and (ii) with respect to each Eligible Receivable for which the related Obligor has no [***] and has a [***], the aggregate Remaining Funded Amount of each such Eligible Receivable that causes
the weighted average [***] (as determined on the date of underwriting) of the related Obligors for all Eligible Receivables to be less than [***]. 

8.    (i) The amount by which the aggregate Remaining Funded Amount of all Eligible Receivables for which the related
Obligor has a [***] (as determined on the date of underwriting) less than [***] exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables and (ii) the amount by which the aggregate Remaining Funded Amount of all
Eligible Receivables for which the related Obligor has no [***] and has a [***] (as determined on the date of underwriting) less than [***] exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables. 

9.    The amount by which the aggregate Remaining Funded Amount of all Eligible Receivables for which the related Obligor
does not have a [***] and does not have a [***] (in each case, as determined on the date of underwriting) exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables. 

  
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 (d)    Appendix I-I of the Existing Credit Agreement is hereby
amended and restated in its entirety as set forth in Appendix I-I hereof. 
 (e)    Appendix I-II of the
Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Appendix I-II hereof. 

3.    Limitation of Amendments. 

(a)     The amendments set forth in Article 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 Amended 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 Amended
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 Existing
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 Existing 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 Amended
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 Amended 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 Amended Credit Agreement and all terms,
conditions, representations, warranties, covenants and agreements set forth in the Amended Credit Agreement 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 Existing 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. 

  
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 (c)     Each Credit Party (with respect to itself) represents and
warrants that the representations and warranties contained in Article 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. 

(b)     After giving effect to the terms of this Amendment, the representations and warranties contained herein and in the
Amended Credit Agreement and the other Credit Documents shall be true and correct in all material respects (except for such representations and warranties already qualified by materiality which shall be true and correct in all respects) on and as of
the Effective Date (except to the extent they expressly relate to an earlier time); and no Default or Event of Default shall have occurred and be continuing. 

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

6.    Ratifications. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and the Credit Documents and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Existing 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 Amended 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.    Amendment as a Credit Document. Each Credit Party acknowledges and agrees
that this Amendment constitutes a “Credit Document.” Accordingly, it shall be an Event of Default under the Existing Credit Agreement if any representation or warranty made by a Credit Party under or in connection with this Amendment shall
have been false in any material respect when 

  
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made and which shall not have been remedied or waived within fifteen (15) Business Days after the earlier of (i) an Authorized Officer of such Credit Party becoming aware of such
falsity, or (ii) receipt by such Credit Party of written notice from the Administrative Agent or any Lender of such falsity. 

8.    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. 
 9.     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. 

10.    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. 
 11.    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. 

12.    No Waiver. Other than as specifically set forth in Article 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 Existing 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 Existing 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. 
 13. 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. 

  
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 14.     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. 

15.     Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

16.     Final Agreement. THE AMENDED CREDIT AGREEMENT 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. 

17.     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 V, LLC,
	as Borrower
	
	OPPORTUNITY FINANCIAL, LLC,
	 in its individual capacity, as Originator, Servicer, a Seller and a Guarantor

	
	OPPWIN, LLC,
	 as a Seller and a Guarantor

		
	By:	 	 /s/ Jared Kaplan

	Name:	 	Jared Kaplan
	Title:	 	Chief Executive Officer



  
 [Amendment No. 2 to
Revolving Credit Agreement – SPE V] 













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

			
	MIDTOWN MADISON MANAGEMENT LLC,
	as Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Raymond S. Chan

	Name:	 	Raymond S. Chan
	Title:	 	Authorized Signatory
	
	ATALAYA ASSET INCOME FUND IV LP,
	as a Lender
		
	By:	 	 /s/ Raymond S. Chan

	Name:	 	Raymond S. Chan
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amendment No. 2 to Revolving Credit Agreement – SPE V]