elvt-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-37680

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)


Delaware						46-4714474
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification Number

4150 International Plaza,

Suite 300

Fort Worth,

76109

Address of Principal Executive Offices

Zip Code

(817)

928-1500

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.0004 par value	ELVT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Non-accelerated filer	☐
Accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Class						Outstanding at November 7, 2022
Common Shares, $0.0004 par value						31,246,534

TABLE OF CONTENTS


Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	6
		Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021	7

		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021	8
		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	10
		Notes to Unaudited Condensed Consolidated Financial Statements	12
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	43
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	84
	Item 4.	Controls and Procedures	85
Part II - Other Information
	Item 1.	Legal Proceedings	86
	Item 1A.	Risk Factors	86
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88



	Item 6.	Exhibits	89
SIGNATURES			90

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Risk Factors." Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenues, projected expenses, margins, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, growth rate of revenue, cost of borrowing, credit losses, marketing costs, net charge-offs, gross profit or gross margin, operating expenses, operating margins, loans outstanding, credit quality, ability to generate cash flow and ability to achieve and maintain future profitability;

•the current macroeconomic conditions, including high inflation and the resulting impact on our borrowers to repay their loans;

•the effects of the outbreak and continuation of the novel coronavirus ("COVID-19") on demand for our products, our business, our financial condition and results of operations, underwriting changes we and the bank originators we support are implementing to address credit risk associated with originations during the economic crisis created by the COVID-19 pandemic, and new legislation or other governmental responses to the pandemic;

•the availability of debt financing, funding sources and disruptions in credit markets;

•our ability to meet anticipated cash operating expenses and capital expenditure requirements, including our plans with respect to assessing minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle;

•the outcome or timing of our strategic review to maximize shareholder value;

•anticipated trends, growth rates, seasonal fluctuations and challenges in our business and in the markets in which we operate;

•our ability to anticipate market needs and develop new and enhanced or differentiated products, services and mobile apps to meet those needs, and our ability to successfully monetize them;

•our expectations with respect to trends in our average portfolio effective annual percentage rate;

•our anticipated growth and growth strategies and our ability to effectively manage that growth;

•our anticipated expansion of relationships with strategic partners, including banks;

•customer demand for our product and our ability to respond to fluctuations in demand;

•our ability to attract potential customers and retain existing customers and our cost of customer acquisition;

•the ability of customers to repay loans;

•interest rates and origination fees on loans;

•the impact of competition in our industry and innovation by our competitors;

•our ability to attract and retain necessary qualified directors, officers and employees;

•our reliance on third-party service providers;

•our access to the automated clearing house system;

•the efficacy of our marketing efforts and relationships with marketing affiliates;

•our anticipated direct marketing costs and spending;

•the evolution of technology affecting our products, services and markets;

•continued innovation of our analytics platform, including releases of new credit models;

•our ability to prevent security breaches, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service loans;

•our ability to detect and filter fraudulent or incorrect information provided to us by our customers or by third parties;

•our ability to adequately protect our intellectual property;

•our compliance with applicable local, state, federal and foreign laws;

•our compliance with, and the effects on our business and results of operations from, current or future applicable regulatory developments and regulations, including developments or changes from the Consumer Financial Protection Bureau ("CFPB") and developments or changes in state law;

•regulatory developments or scrutiny by agencies regulating our business or the businesses of our third-party partners;

•public perception of our business and industry;

•the anticipated effect on our business of litigation or regulatory proceedings to which we or our officers are a party;

•the anticipated effect on our business of natural or man-made catastrophes;

•the increased expenses and administrative workload associated with being a public company;

•failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;

•our liquidity and working capital position and requirements;

•the estimates and estimate methodologies used in preparing our condensed consolidated financial statements, including our valuation of our loan portfolio under fair value accounting;

•the utility of non-GAAP financial measures;

•the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;

•our anticipated development and release of certain products and applications and changes to certain products;

•our anticipated investing activity;

•trends anticipated to continue as our portfolio of loans matures; and

•any future repurchases under our share repurchase program, including the timing and amount of repurchases thereunder.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail elsewhere in this Quarterly Report on Form 10-Q, and in "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


Elevate Credit, Inc. and Subsidiaries

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands except share amounts)	September 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Cash and cash equivalents*	$	72,599	$	84,978
Restricted cash*	3,852		5,874
Loans receivable at fair value*	621,312		—
Loans receivable, net of allowance for loan losses of $71,204*	—		511,157
Prepaid expenses and other assets*	12,647		12,745
Operating lease right of use assets	10,933		5,718

Receivable from payment processors*	17,038		15,870
Deferred tax assets, net	—		34,229
Investment in unconsolidated affiliate	4,763		—
Property and equipment, net	39,064		33,104
Goodwill, net	6,776		6,776
Intangible assets, net	231		231

Total assets	$	789,215	$	710,682

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities (See Note 13)*	$	38,381	$	82,513
Operating lease liabilities	16,217		9,171
Other taxes payable	410		304
Deferred revenue*	4,480		4,446
Notes payable, net (See Note 6)*	560,569		505,277

Total liabilities	620,057		601,711
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; none issued and outstanding at September 30, 2022 and December 31, 2021.	—		—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 44,960,438 and 44,960,438 issued; 31,218,030 and 31,810,759 outstanding, respectively	19		19


Additional paid-in capital	210,038		205,860
Treasury stock; at cost; 13,742,408 and 13,149,679 shares of common stock, respectively	(44,901)		(41,746)
Retained earnings (Accumulated deficit)	4,002		(55,162)

Total stockholders’ equity	169,158		108,971
Total liabilities and stockholders’ equity	$	789,215	$	710,682

* These balances include certain assets and liabilities of variable interest entities (“VIEs”) that can only be used to settle the liabilities of that respective VIE. All assets of the Company are pledged as security for the Company’s outstanding debt, including debt held by the VIEs. For further information regarding the assets and liabilities included in the Company's consolidated accounts, see Note 5—Variable Interest Entities.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except share and per share amounts)	2022		2021		2022		2021
Revenues	$	125,617	$	112,835	$	367,467	$	287,108
Cost of sales:
Change in fair value of loans receivable	72,311		—		217,926		—
Provision for loan losses	—		54,903		—		103,098
Direct marketing costs	6,478		15,406		20,532		30,353
Other cost of sales	2,968		4,766		9,013		9,718
Total cost of sales	81,757		75,075		247,471		143,169
Gross profit	43,860		37,760		119,996		143,939
Operating expenses:
Compensation and benefits	15,935		20,445		56,585		58,038
Professional services (See Note 13)	6,859		8,423		20,251		24,161
Selling and marketing	896		1,277		2,825		2,520
Occupancy and equipment	5,868		5,521		17,927		15,766
Depreciation and amortization	4,520		4,544		13,001		14,339
Other	942		656		2,577		2,242
Total operating expenses	35,020		40,866		113,166		117,066
Operating income (loss)	8,840		(3,106)		6,830		26,873
Other expense:
Net interest expense (See Note 13)	(13,655)		(9,544)		(37,951)		(26,897)


Equity method investment loss	(358)		—		(1,070)		—
Non-operating income (loss)	—		(198)		1,747		519
Total other expense	(14,013)		(9,742)		(37,274)		(26,378)
Income (loss) before taxes	(5,173)		(12,848)		(30,444)		495
Income tax expense (benefit)	9,861		(1,843)		5,058		1,829


Net loss	$	(15,034)	$	(11,005)	$	(35,502)	$	(1,334)




Basic loss per share	$	(0.48)	$	(0.33)	$	(1.14)	$	(0.04)




Diluted loss per share	$	(0.48)	$	(0.33)	$	(1.14)	$	(0.04)

Basic weighted average shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624
Diluted weighted average shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended September 30, 2022 and 2021


(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Additional paid-in capital		Treasury Stock			Retained earnings / Accumulated deficit		Total
	Shares	Amount	Shares	Amount				Shares	Amount
Balances at December 31, 2020	—	—	37,954,138	$	18	$	200,433	7,006,300	$	(16,492)	$	(20,101)	$	163,858
Share-based compensation -US	—	—	—	—		1,602		—	—		—		1,602





Treasury stock acquired	—	—	(2,480,741)	—		—		2,480,741	(10,813)		—		(10,813)
Treasury stock reissued for RSUs vesting	—	—	169,091	—		(417)		(169,091)	621		(621)		(417)
Treasury stock reissued for Stock Option Exercise	—	—	12,500	—		—		(12,500)	73		(46)		27
Net income	—	—	—	—		—		—	—		12,716		12,716

Balances at March 31, 2021	—	—	35,654,988	$	18	$	201,618	9,305,450	$	(26,611)	$	(8,052)	$	166,973
Share-based compensation -US	—	—	—	—		1,787		—	—		—		1,787




Treasury stock acquired	—	—	(2,339,085)	—		—		2,339,085	(7,954)		—		(7,954)
Treasury stock reissued for RSUs vesting	—	—	532,365	—		(562)		(532,365)	687		(687)		(562)
Treasury stock reissued for ESPP purchases	—	—	149,613	—		207		(149,613)	246		—		453
Net loss	—	—	—	—		—		—	—		(3,045)		(3,045)

Balances at June 30, 2021	—	—	33,997,881	$	18	$	203,050	10,962,557	$	(33,632)	$	(11,784)	$	157,652


Share-based compensation -US	—	—	—	—		1,559		—	—		—		1,559





Treasury stock acquired	—	—	(1,566,474)	—		—		1,566,474	(5,686)		—		(5,686)
Treasury stock reissued for RSUs vesting	—	—	117,030	—		(412)		(117,030)	222		(14)		(204)
Net loss	—	—	—	—		—		—	—		(11,005)		(11,005)

Balances at September 30, 2021	—	—	32,548,437	$	18	$	204,197	12,412,001	$	(39,096)	$	(22,803)	$	142,316

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries


(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Additional paid-in capital		Treasury Stock			Retained earnings / Accumulated deficit		Total
	Shares	Amount	Shares	Amount				Shares	Amount
Balances at December 31, 2021	—	—	31,810,759	$	19	$	205,860	13,149,679	$	(41,746)	$	(55,162)	$	108,971
Share-based compensation -US	—	—	—	—		1,658		—	—		—		1,658
Treasury stock acquired	—	—	(972,476)	—		—		972,476	(3,661)		—		(3,661)
Treasury stock reissued for RSUs vesting	—	—	410,800	—		(714)		(410,800)	813		(744)		(645)

Cumulative effect of change in accounting, net of deferred income tax expense of $29.8 million	—	—	—	—		—		—	—		98,603		98,603
Net loss	—	—	—	—		—		—	—		(13,923)		(13,923)
Balances at March 31, 2022	—	—	31,249,083	$	19	$	206,804	13,711,355	$	(44,594)	$	28,774	$	191,003
Share-based compensation -US	—	—	—	—		2,280		—	—		—		2,280
Treasury stock acquired	—	—	(760,129)	—		—		760,129	(2,000)		—		(2,000)
Treasury stock reissued for RSUs vesting	—	—	366,884	—		(183)		(366,884)	781		(780)		(182)
Treasury stock reissued for ESPP purchases	—	—	190,945	—		—		(190,945)	514		(130)		384
Net loss	—	—	—	—		—		—	—		(6,545)		(6,545)
Balances at June 30, 2022	—	—	31,046,783	$	19	$	208,901	13,913,655	$	(45,299)	$	21,319	$	184,940
Share-based compensation -US	—	—	—	—		1,238		—	—		—		1,238

Treasury stock reissued for RSUs vesting	—	—	171,247	—		(101)		(171,247)	398		(398)		(101)
Current period adjustment to cumulative effects of change in accounting, net of deferred income tax benefit of $0.6 million	—	—	—	—		—		—	—		(1,885)		(1,885)
Net loss	—	—	—	—		—		—	—		(15,034)		(15,034)
Balances at September 30, 2022	—	—	31,218,030	$	19	$	210,038	13,742,408	$	(44,901)	$	4,002	$	169,158

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(Dollars in thousands)	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(35,502)	$	(1,334)


Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	13,001		14,339
Change in fair value of loans receivable	217,926		—
Provision for loan losses	—		103,098
Share-based compensation	5,176		4,948
Amortization of debt issuance costs	703		540
Amortization of loan premium	4,454		3,283
Loss from equity method investment	1,070		—

Amortization of operating leases	(678)		(590)
Deferred income tax expense, net	5,012		1,343


Non-operating gain	(1,747)		(519)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	1,902		(3,282)

Income taxes payable	106		382
Receivables from payment processors	(1,168)		(2,118)
Receivables from CSO lenders	—		1,255
Interest receivable	(47,756)		(22,982)


Deferred revenue	34		(176)
Accounts payable and accrued liabilities	(45,008)		13,379


Net cash provided by operating activities	117,525		111,566
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(699,484)		(656,404)
Principal collections and recoveries on loans receivable	544,858		471,615
Participation premium paid	(4,328)		(4,020)
Purchases of property and equipment	(16,371)		(11,903)
Investment in unconsolidated affiliate	(4,000)		—
Proceeds from sale of intangible assets	—		1,250


Net cash used in investing activities	(179,325)		(199,462)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries


	Nine Months Ended September 30,
(Dollars in thousands)	2022		2021
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	$	80,000	$	109,500
Payments of notes payable	(25,000)		(112,550)



Debt issuance costs paid	(412)		(75)
Principal payments on insurance premium financing	(1,317)		—

ESPP shares issued	384		453
Common stock repurchased	(5,328)		(24,453)
Proceeds from stock option exercises	—		27
Taxes paid related to net share settlement of equity awards	(928)		(1,183)


Net cash provided by (used in) financing activities	47,399		(28,281)

Net decrease in cash, cash equivalents and restricted cash	(14,401)		(116,177)



Cash and cash equivalents, beginning of period	84,978		197,983
Restricted cash, beginning of period	5,874		3,135
Cash, cash equivalents and restricted cash, beginning of period	90,852		201,118

Cash and cash equivalents, end of period	72,599		79,979
Restricted cash, end of period	3,852		4,962
Cash, cash equivalents and restricted cash, end of period	$	76,451	$	84,941

Supplemental cash flow information:
Interest paid	$	36,639	$	26,939
Taxes paid	$	388	$	148

Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	$	—	$	38
CSO fees on loans paid-off prior to maturity included in Receivable from CSO lenders and Deferred revenue	$	—	$	6
Increase in Prepaid expenses and other assets and Accounts payable and accrued liabilities related to insurance premium financing agreement	$	2,305	$	—

Reissuances of Treasury stock	$	1,992	$	1,530


Impact on retained earnings of adoption of ASU 2016-13	$	96,718	$	—




Leasehold improvements allowance included in Property and equipment, net	$	2,589	$	—

Operating lease right of use assets recognized	$	6,994	$	—
Operating lease liabilities recognized	$	9,583	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2022 and 2021

NOTE 1—BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Business Operations

Elevate Credit, Inc. (the “Company”) is a Delaware corporation. The Company provides technology-driven, progressive online credit solutions to non-prime consumers. The Company uses advanced technology and proprietary risk analytics to provide more convenient and more responsible financial options to its customers, who are not well-served by either banks or legacy non-prime lenders. The Company currently offers unsecured online installment loans, lines of credit and credit cards in the United States (the “US”). The Company’s products, Rise, Elastic and Today Card, reflect its mission of “Good Today, Better Tomorrow” and provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine month periods ended September 30, 2022 and 2021 include the accounts of the Company, its wholly owned subsidiaries and variable interest entities ("VIEs") where the Company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the US (“US GAAP”) for interim financial information and Article 10 of Regulation S-X and conform, as applicable, to general practices within the finance company industry, assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. See Note 2 —Going Conc ern for more information.

The principles for interim financial information do not require the inclusion of all the information and footnotes required by US GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on February 25, 2022. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The Company's business is seasonal in nature so the results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year.

Correction of Immaterial Error

In accordance with the transition guidance related to ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), on January 1, 2022, the Company released the allowance for loan losses and measured the combined loans receivable at fair value at adoption. The cumulative-effect adjustment, net of tax, was recognized collectively as a net increase of $98.6 million to opening Retained earnings. During the quarter ended September 30, 2022, the Company identified that the initial adjustment on January 1, 2022 was overstated by $1.9 million related to the loan premiums associated with certain loans within the loan portfolio and made a correction resulting in a net cumulative-effect adjustment to retained earnings of $96.7 million. The Company concluded the error was immaterial to the Condensed Consolidated Financial Statements and did not result in reclassification of previously stated results.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant items subject to such estimates and assumptions include the valuation of the loans receivable, goodwill, long-lived and intangible assets, deferred revenues, contingencies, the income tax provision, valuation of share-based compensation, operating lease right of use assets, operating lease liabilities and the valuation allowance against deferred tax assets. The Company bases its estimates on historical experience, current data and assumptions that are believed to be reasonable. Actual results in future periods could differ from those estimates.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

As the impacts of the COVID-19 pandemic and the subsequent substantial inflation pressures in the current macroeconomic environment continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company's future financial statements could be affected.

Revenue Recognition

The Company recognizes consumer loan fees as revenues for each of the loan products it offers. Revenues on the Condensed Consolidated Statements of Operations include: finance charges, lines of credit fees, fees for services provided through Credit Services Organization ("CSO") programs (“CSO fees”), and interest, as well as any other fees or charges permitted by applicable laws and pursuant to the agreement with the borrower. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and Rise bank-originated loans and from CSO fees related to the Rise product. Revenues related to these fees are recognized when the service is performed.

The Company accrues finance charges on installment loans on a constant yield basis over their terms. The Company accrues and defers fixed fees such as CSO fees and lines of credit fees when they are assessed and recognizes them to earnings as they are earned over the life of the loan. The Company accrues interest on credit cards based on the amount of the credit card balance outstanding and the related contractual interest rate. Credit card membership fees are amortized to revenue over the card membership period. Other credit card fees, such as late payment fees and returned payment fees, are accrued when assessed. The Company does not accrue finance charges and other fees on installment loans or lines of credit for which payment is greater than 60 days past due. Credit card interest charges are recognized based on the contractual provisions of the underlying arrangements and are not accrued when payment is past due more than 90 days. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards have a grace period of 25 days and are considered delinquent after the grace period. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. Payments are generally first applied to accrued fees and interest and then to the principal loan balance.

The spread of COVID-19 since March 2020 has created a global public health crisis that has resulted in unprecedented disruption to businesses and economies. In response to the pandemic's effects, and in accordance with federal and state guidelines, the Company expanded its payment flexibility programs for its customers, including payment deferrals. This program allows for a deferral of payments for an initial period of 30 to 60 days, and generally up to a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. Since the third quarter of 2021, the Company no longer offers specific COVID-19 payment assistance programs, but continues to offer other payment flexibility programs if certain qualifications are met. The finance charges will continue to accrue at a lower effective interest rate over the expected term of the loan as adjusted for the deferral period provided (not to exceed an amount greater than the amount at which the borrower could settle the loan) or placed on non-accrual status.

The Company’s business is affected by seasonality, which can cause significant changes in portfolio size and profit margins from quarter to quarter. Although this seasonality does not impact the Company’s policies for revenue recognition, it does generally impact the Company’s results of operations by potentially causing an increase in its profit margins in the first quarter of the year and decreased margins in the second through fourth quarters.

Installment Loans, Lines of Credit and Credit Cards

Effective January 1, 2022, the Company utilizes the fair value option on its entire loans receivable portfolio. As such, loans receivable, including receivables for finance charges, fees and interest, are reported as Loans receivable at fair value on the Condensed Consolidated Balance Sheet at September 30, 2022. To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Loans receivable at fair value include installment loans, lines of credit and credit cards. Installment loans are multi-payment loans that require the pay-down of portions of the outstanding principal balance in multiple installments through the Rise brand. Line of credit accounts include customer cash advances made through the Elastic brand and the Rise brand in two states (which were discontinued in September 2020). Credit cards represent credit card receivable balances, uncollected billed interest and fees through the Today Card brand.

The Company offers Rise installment products directly to customers. Elastic lines of credit, Rise bank-originated installment loans and Today credit card receivables represent participation interests acquired from third-party lenders through a wholly owned subsidiary or by a VIE. Based on agreements with the third-party lenders, the VIEs pay a loan premium on the participation interests purchased. The loan premium is amortized over the expected life of the outstanding loan amount. See Note 5—Variable Interest Entities for more information regarding these participation interests in Rise and Elastic receivables.

The Company classifies its loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Installment loans and lines of credit are charged off when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged-off are treated as a reduction of charge-offs in the period in which the recovery is collected.

The Company considers impaired loans as accounts over 60 days past due (for installment loans and lines of credit) or 120 days past due (for credit cards), or loans which become uncollectible based on information that the Company becomes aware of (e.g., receipt of customer bankruptcy notice). The impaired loans are charged-off at the time that they are deemed to be uncollectible.

A modification of finance receivable terms is considered a troubled debt restructuring ("TDR") if the borrower is experiencing financial difficulty and the Company grants a concession it would not otherwise have considered to a borrower. The Company typically considers TDRs to include all installment and line of credit loans that were modified by granting principal and interest forgiveness or by extension of the maturity date for more than 60 days as a part of a loss mitigation strategy.

On March 22, 2020, federal and state banking regulators issued a joint statement on working with customers affected by COVID-19 (the "Interagency Statement"). The Interagency Statement includes guidance on accounting for loan modifications. In accordance with the Interagency Statement, the Company, and the bank originators the Company supports, have elected to not recognize modified loans as TDRs if the borrower was both: 1) not more than 30 days past due as of March 1, 2020 (or at the requested modification date if originated on or after March 1, 2020); and 2) the modification stems from the effects of the COVID-19 outbreak. The modifications offered by the Company to borrowers that meet both qualifications may include short-term payment deferrals less than six months, interest or fee waivers, extensions of payment terms or delays in payment that are insignificant. If the borrower was not current at March 1, 2020, the Company offers similar modifications that are considered TDRs. This election is applicable from March 1, 2020 until the earlier of 60 days following the date the COVID-19 national emergency comes to an end or January 1, 2022. Effective July 1, 2021, the Company no longer offers specific COVID-19 payment assistance programs and no longer applies the TDR relief provision provided by the Interagency Statement. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met and will apply the TDR guidelines previously established.

Allowance for Loan Losses

Prior to January 1, 2022, the Company maintained an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. The Company primarily utilized historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but also considered recent collection and delinquency trends, as well as macro economic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of the Company’s customers, the estimate of the allowance for loan losses was subject to change in the near term and could significantly impact the consolidated financial statements. If a loan was deemed to be uncollectible before it is fully reserved, it was charged-off at that time. For loans classified as TDRs, impairment was typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Operating Segments

The Company determines operating segments based on how its chief operating decision-maker manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. The Company's chief operating decision-maker is its Chief Executive Officer, who reviews the Company's operating results monthly on a consolidated basis.

The Company has one reportable segment, which provides online financial services for non-prime consumers. The Company has aggregated all components of its business into a single reportable segment based on the similarities of the economic characteristics, the nature of the products and services, the distribution methods, the type of customers and the nature of the regulatory environments. All of the Company's assets and revenue are in one geographic location, therefore, segment reporting based on geography does not apply.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. The following table summarizes the components of net property and equipment. In January 2021 and September 2021, certain assets were determined to be impaired in relation to subleases of facility space.


(Dollars in thousands)	September 30, 2022		December 31, 2021
Property and equipment, gross	$	152,070	$	133,109
Accumulated depreciation and amortization	(113,006)		(100,005)
Property and equipment, net	$	39,064	$	33,104

Cloud Computing Arrangements

In accordance with ASC Subtopic 350-40: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, the Company has established a control structure to identify cloud computing arrangements ("CCA") for appropriate accounting treatment similar to its procedures for right of use assets. Implementation costs for CCAs that are hosted by third-party vendors are capitalized when incurred during the application development phase. Capitalized amounts related to such arrangements are included in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Amortization is computed using the straight-line method over the estimated useful life of 3 years. For the three months ended September 30, 2022 and 2021, the Company recognized $413 thousand and $216 thousand in amortization expense, respectively, within Occupancy and equipment within the Condensed Consolidated Statements of Operations, and $1.0 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively.


(Dollars in thousands)	September 30, 2022		December 31, 2021
CCA implementation costs	$	5,278	$	3,557
Less: accumulated amortization	(1,602)		(572)
Net book value	$	3,676	$	2,985

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with ASC 350-20-35, Goodwill— Subsequent Measurement, the Company performs a quantitative approach method impairment review of goodwill and intangible assets with an indefinite life annually at October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company completed its annual test as of October 1, 2021 and determined that there was no evidence of impairment of goodwill or indefinite lived intangible assets. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) remaining on the Condensed Consolidated Balance Sheets as of September 30, 2022.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting units, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting units. The income approach uses the Company’s projections of financial performance for a six- to nine-year period and includes assumptions about future revenues growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting units’ operating performance. The multiples are derived from other publicly traded companies that are similar but not identical to the Company from an operational and economic standpoint.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right of use (“ROU”) assets and Operating lease liabilities on its Condensed Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset may also include initial direct costs incurred and excludes any lease payments made and lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The lease and non-lease components are accounted for as a single lease component.

In accordance with ASC 360-10-35, Property, Plant & Equipment— Subsequent Measurement, the Company evaluates its ROU assets along with its Property and equipment, net for impairment annually and between annual tests as needed based on changes in circumstances or other triggering events.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events from non-owner sources. As the Company's comprehensive income (loss) is the same as net income (loss) for all periods presented, a separate statement of comprehensive income (loss) is not included in the condensed consolidated financial statements.

Insurance Premium Financing

On May 1, 2022, the Company executed an insurance premium financing agreement of $2.3 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on June 1, 2022, the financing agreement is payable in seven monthly installments of principal and interest of approximately $0.3 million and will be paid in full by December 31, 2022. The agreement bears interest at 5.55%. As of September 30, 2022, the balance of the insurance premium financing was $1.0 million and is included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

Equity Method Investment

In January 2022, the Company collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Company contributed intellectual property as well as cash for its non-controlling interest, and records its interest in Swell under the equity method of accounting. As of September 30, 2022 and December 31, 2021, the carrying value of the Company's investment in Swell was $4.8 million and $0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets. Losses of $0.4 million and $1.1 million for the three and nine months ended September 30, 2022, respectively, are included in Equity method investment loss in the Condensed Consolidated Statements of Operations.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Treasury Stock

The Company evaluates each stock repurchase transaction in the period in which it is completed. If the repurchase transaction is significantly in excess of the current market price at purchase, the Company will identify whether the price paid included payment for other agreements, rights, and privileges. Repurchase transactions that do not contain these elements or are not significantly in excess of the current market price at purchase are accounted for using the cost method. The Company anticipates using its treasury stock to fulfill certain employee stock compensation grants and settlements. The Company has elected to use a first in, first out ("FIFO") method for assigning share cost at reissuance. Any gain or loss in the stock value will be credited or charged to paid in capital upon subsequent reissuance of the shares, with losses in excess of previously recognized gains charged to retained earnings. The Company is not obligated to purchase or reissue any shares at any time in accordance with its previously disclosed share repurchase plan.

Recently Adopted Accounting Standards

On March 11, 2021, the American Rescue Plan Act ("ARP Act") was signed into law. The Company reviewed the tax relief provisions of the ARP Act, including the Company's eligibility for such provisions, and determined that the impact is likely to be insignificant with regard to the Company's effective tax rate. The Company continues to monitor and evaluate its eligibility under the ARP Act tax relief provisions to identify any portions that may become applicable in the future.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The purpose of ASU 2019-12 is to reduce complexity in the accounting standards for income taxes by removing certain exceptions as well as clarifying certain allocations. This update also addresses the split recognition of franchise taxes that are partially based on income between income-based tax and non-income-based tax. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2019-12 at January 1, 2021 did not have a material impact on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13. ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-04"). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments ("ASU 2019-11") issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments ("ASU 2020-03"). The purpose of ASU 2020-03 is to clarify, correct errors in or make minor improvements to the codification. Among other revisions, the amendments clarify that an entity should record an allowance for credit losses when an entity regains control of financial assets sold in accordance with Topic 326. ASU 2020-03 also clarifies disclosure requirements for debt securities under Topic 942 and affirms that all entities are required to provide the fair value option disclosures within paragraphs 825-10-50-24 through 50-32 of the codification. The amendments in this update are effective on the latter of the issuance of ASU 2020-03 or the effective date of their related topic.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ("ASU 2019-10"). The purpose of this amendment is to create a two-tier rollout of major updates, staggering the effective dates between larger public companies and all other entities. This granted certain classes of companies, including Smaller Reporting Companies ("SRCs"), additional time to implement major FASB standards, including ASU 2016-13. Larger public companies will still have an effective date for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All other entities are permitted to defer adoption of ASU 2016-13, and its related amendments, until fiscal periods beginning after December 15, 2022. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses (Topic 326), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-12 ("ASU 2020-02"). ASU 2020-02 updates the SEC staff guidance related to ASU 2016-13 and all contingent amendments. Under the current SEC definitions, the Company met the definition of an SRC as of the ASU 2019-10 issuance date and chose to defer the adoption of ASU 2016-13 and its related amendments.

The Company adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. The Company believes that electing the fair value method of accounting for the loans receivable aligns more closely with its portfolio decision making and better reflects the value of the loans receivable portfolio. In accordance with the transition guidance, the Company released the allowance for estimated losses on loans receivable at that date and measured the loans receivable at fair value. These adjustments are recognized collectively, through a cumulative-effect adjustment to opening retained earnings of $98.6 million. During the quarter ended September 30, 2022, the Company identified that the initial adjustment on January 1, 2022 was overstated by $1.9 million related to the loan premiums associated with certain loans within the loan portfolio resulting in a net cumulative-effect adjustment to retained earnings of $96.7 million. As a result of the adoption of ASU 2016-13, the Company’s loans receivable are carried at fair value with changes in fair value recognized directly in earnings after the effective date of adoption.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Accounting Standards to be Adopted in Future Periods

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The purpose of ASU 2020-04 is to provide optional guidance for a period of time related to accounting for reference rate reform on financial reporting. It is intended to reduce the potential burden of reviewing contract modifications related to discontinued rates. The amendments and expedients in this update are effective as of March 12, 2020 through December 31, 2022 and may be elected by topic. In October 2022, the FASB Board voted to amend the sunset date of ASU 2020-04 to December 31, 2024. The Company is assessing the potential impact of electing all or portions of ASU 2020-04 on the Company's condensed consolidated financial statements and does not expect ASU 2020-04 to have a material impact to the financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). The primary purpose of ASU 2022-02, among other things, is to eliminate the accounting guidance for TDRs, to enhance the disclosure requirements for certain loan refinancings and restructurings for borrowers experiencing financial difficulty, and to require disclosure of current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments - Credit Losses (Topic 326): Measured at Amortized Cost. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, as well as separate early adoption, is permitted if an entity has adopted ASU 2016-13. The Company is assessing the potential impact of adoption on the Company's condensed consolidated financial statements and does not expect ASU 2022-02 to have a material impact to the financial statements due to the fair value option election related to ASU 2016-13.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) ("ASU 2022-04"). The purpose of ASU 2022-04 is to provide greater transparency regarding supplier finance programs by establishing explicit disclosure requirements specific to these programs. Additional disclosures include supplier finance program activity during reporting periods, changes from period to period, and the potential magnitude of the program. All amendments within ASU 2022-04 excluding the amendment for rollforward information, are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment regarding rollforward information, which requires the disclosure of the amount of obligations confirmed and the amount of obligations subsequently paid during the annual period, is effective for fiscal years beginning after December 31, 2023. Early adoption is permitted. The Company is assessing the potential impact of adoption on the Company's condensed consolidated financial statements and does not expect ASU 2022-04 to have a material impact to the financial statements.

NOTE 2—GOING CONCERN

The Company assesses its ability to continue as a going concern each reporting period for one year after the date the financial statements are issued. This assessment evaluates whether relevant conditions and events, in the aggregate, raise substantial doubt that the Company will meet future financial obligations as they become due within one year. In accordance with Accounting Standards Codification ("ASC") Subtopic 205-40: Presentation of Financial Statements - Going Concern, the Company's initial evaluation does not consider potential mitigating effects of management's plans unless they have been fully implemented as of the date the financial statements are issued.

As a result of the substantial inflationary pressures of the current macroeconomic environment, the Company is experiencing higher charge-offs and limiting loan portfolio growth, with both resulting in lower cash collections. The Company was in compliance with the terms of its debt agreements, as amended, as of September 30, 2022, however, the reduced collections and higher macroeconomic environment related charge-offs may result in non-compliance with debt agreements in future periods. If such non-compliance is not waived by the Company's lenders, the Company is not able to obtain amendments or other relief, or the Company is otherwise unable to obtain new or alternate methods of financing on acceptable terms, such non-compliance can result in loss of ability to borrow under the facilities and/or events of default. Absent the actions below that management is in the midst of executing, or has already executed, management concluded that the uncertainty surrounding the Company's future non-compliance with its debt facilities, ability to negotiate some of its existing facilities, and maintain sufficient liquidity raises substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these financial statements.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Effective August 31, 2022, the Company has obtained amendments to its debt covenants to lower certain covenant thresholds through December 31, 2022. Furthermore, the Company obtained an additional $5.0 million in subordinated debt to improve liquidity. Management is actively engaging with lenders to review and address debt covenant compliance and liquidity position beyond December 31, 2022 as the Company forecasts the impacts of various scenarios associated with the current macroeconomic environment. The Company has implemented measures to assist customers with their payments and additional verification procedures on new and returning originating customers. The Company has also taken aggressive measures to reduce costs for the foreseeable future by reducing operating expenses beginning in the third quarter of 2022. In addition, management and the Board of Directors are conducting a strategic review process with the intention of maximizing shareholder value.

These steps have been taken, and others are under consideration, to help manage the Company's liquidity and preserve capital. Although management believes that the actions that have been implemented and the others that are planned will be sufficient to meet its liquidity needs for the 12 months from the issuance of these financial statements, substantial doubt about the Company’s ability to continue as a going concern exists as management cannot predict with certainty that these efforts will be successful or sufficient.

NOTE 3—EARNINGS PER SHARE

The Company calculates basic earnings (loss) per share ("EPS") by dividing net income (loss) by the weighted average number of common shares outstanding ("WASO") during each period. Also, basic EPS includes any fully vested stock and unit awards that have not yet been issued as common stock. There are no unissued fully vested stock and unit awards at September 30, 2022 and 2021.

The Company calculates diluted EPS by dividing net income (loss) by the WASO during each period plus any unvested stock option awards granted, vested unexercised stock options and unvested restricted stock units ("RSUs") using the treasury stock method but only to the extent that these instruments dilute earnings per share.

The computation of loss per share was as follows for three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except share and per share amounts)	2022		2021		2022		2021
Numerator (basic and diluted):


Net loss	$	(15,034)	$	(11,005)	$	(35,502)	$	(1,334)






Denominator (basic):
Basic weighted average number of shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624

Denominator (diluted):
Basic weighted average number of shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624
Effect of potentially dilutive securities:

Employee share plans (options, RSUs and ESPP)	—		—		—		—
Diluted weighted average number of shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624

Basic and diluted loss per share:


Basic loss per share	$	(0.48)	$	(0.33)	$	(1.14)	$	(0.04)



Diluted loss per share	$	(0.48)	$	(0.33)	$	(1.14)	$	(0.04)


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

For the three months ended September 30, 2022 and 2021, the Company excluded the following potential common shares from its diluted loss per share calculation because including these shares would be anti-dilutive:

•837,406 and 859,024 common shares issuable upon exercise of the Company's stock options; and

•4,321,619 and 2,622,009 common shares issuable upon vesting of the Company's RSUs.

For the nine months ended September 30, 2022 and 2021, the Company excluded the following potential common shares from its diluted loss per share calculation because including these shares would be anti-dilutive:

•778,552 and 878,574 common shares issuable upon exercise of the Company's stock options; and

•4,176,542 and 2,862,857 common shares issuable upon vesting of the Company's RSUs.

NOTE 4—LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		2022		2021
Finance charges	$	72,419	$	69,731	$	214,916	$	173,707
Lines of credit fees	51,653		41,743		148,070		110,103
CSO fees	—		6		—		607
Other	1,545		1,355		4,481		2,691
Total revenues	$	125,617	$	112,835	$	367,467	$	287,108

The Company's portfolio consists of installment loans, lines of credit and credit card receivables, which are considered the portfolio segments for all periods presented. The Rise product is installment loans, the Elastic product is a line of credit product and the Today Card is a credit card product, all offered in the US.

The following reflects the credit quality of the Company’s loans receivable as of September 30, 2022 and December 31, 2021 as delinquency status has been identified as the primary credit quality indicator. The Company classifies its loans as either current or past due. A customer in good standing may request up to a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. In response to the COVID-19 pandemic, the Company, along with the banks it supports, had also expanded existing payment flexibility programs to provide temporary payment relief to certain customers who meet the program’s qualifications. These programs allow for a deferral of payments for an initial period of 30 to 60 days, which the Company may extend for an additional 30 days, generally for a maximum of 180 days on a cumulative basis. A customer will return to the normal payment schedule after the end of the deferral period, with the extension of the maturity date equivalent to the deferral period, which is generally not to exceed an additional 180 days. Under the COVID-19 payment flexibility programs, customers that were 30 days past due or less as of March 1, 2020 or the date the customer requested the deferral are considered current. Customers more than 30 days past due as of March 1, 2020 or the date the customer requested the deferral are considered delinquent. The COVID-19-specific payment flexibility programs were no longer offered effective July 1, 2021, eliminating any new payment deferrals up to 180 days. The Company, along with the bank originators it supports, continues to offer other payment flexibility programs if certain qualifications are met. As of September 30, 2022, 2.9% of customers that had loan balances outstanding have been provided relief through a payment deferral program for a total of $16 million in loans with deferred payments.

Installment loans, lines of credit and credit cards not impacted by COVID are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. All impaired loans that were not accounted for as a TDR as of September 30, 2022 and December 31, 2021 have been charged off.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Loans Receivable at Fair Value

On January 1, 2022, the Company elected the fair value option for the loans receivable portfolio under the transition relief provided under ASU 2019-05 in connection with its adoption of ASU 2016-13.


	September 30, 2022
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	266,185	$	187,669	$	44,639	$	498,493
Past due loans	39,242		16,957		12,122		68,321
Total loans receivable	305,427		204,626		56,761		566,814
Net unamortized loan premium	405		1,813		—		2,218

Loans receivable, at book	$	305,832	$	206,439	$	56,761	$	569,032

Additionally, total loans receivable includes approximately $23.2 million of accrued interest and fees receivable at September 30, 2022.


	September 30, 2022
(Dollars in thousands)	Total
Loans receivable - principal - accrual	$	537,086
Loans receivable - principal - non-accrual	8,732
Total Loans receivable - principal	545,818

Loans receivable - principal, at fair value - accrual	589,569
Loans receivable - principal, at fair value - non-accrual	8,529
Loans receivable - principal, at fair value (excluding accrued interest and fees)	$	598,098
Accrued interest and fees receivable	23,214
Loans receivable at fair value	$	621,312
Difference between Loans receivable - principal and Loans receivable - principal, at fair value	$	52,280

The changes in the fair value of Loans receivable at fair value during the three and nine months ended September 30, 2022 are as follows:



(Dollars in thousands)	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Balance beginning of period	$	608,950	$	639,545
Adoption adjustment	(2,454)		(2,454)
Originations, including premium paid	250,322		703,702
Interest and fees, including premium amortization	126,573		366,775
Repayments	(289,768)		(868,330)
Charge-offs, net(1)	(73,607)		(215,476)
Net change in fair value(1)	1,296		(2,450)
Balance end of period	$	621,312	$	621,312

_________

(1)Included in Change in fair value of loans receivable in the Condensed Consolidated Statements of Operations


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Loans Receivable at Amortized Cost

Prior to January 1, 2022, the Company carried all loans receivable at amortized cost, including accrued interest, loan premium and allowance for loan losses.


	December 31, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Current loans	$	282,276	$	190,946	$	40,994	$	514,216
Past due loans	41,607		14,860		9,224		65,691
Total loans receivable	323,883		205,806		50,218		579,907
Net unamortized loan premium	407		2,047		—		2,454
Less: Allowance for loan losses	(48,219)		(16,698)		(6,287)		(71,204)
Loans receivable, net	$	276,071	$	191,155	$	43,931	$	511,157

Additionally, total loans receivable includes approximately $23.6 million of accrued interest and fees receivable at December 31, 2021.

Total loans receivable includes approximately $12.3 million of loans in a non-accrual status at December 31, 2021.

The changes in the allowance for loan losses during the three and nine months ended September 30, 2021 were as follows:


	Three Months Ended September 30, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	28,099	$	10,372	$	1,850	$	40,321
Provision for loan losses	42,299		10,832		1,772		54,903
Charge-offs	(34,986)		(8,745)		(785)		(44,516)
Recoveries of prior charge-offs	4,776		682		43		5,501


Balance end of period	$	40,188	$	13,141	$	2,880	$	56,209

	Nine Months Ended September 30, 2021
(Dollars in thousands)	Rise		Elastic		Today		Total
Balance beginning of period	$	33,968	$	13,201	$	1,910	$	49,079
Provision for loan losses	78,453		21,377		3,268		103,098
Charge-offs	(81,261)		(23,658)		(2,404)		(107,323)
Recoveries of prior charge-offs	9,028		2,221		106		11,355


Balance end of period	$	40,188	$	13,141	$	2,880	$	56,209

As of September 30, 2021, the CSO owned portfolio has been liquidated and no guarantee obligation associated with this portfolio exists.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables for borrowers experiencing financial difficulties. Modifications may include principal and/or interest forgiveness. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the borrower’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all installment and line of credit loans that were granted principal and interest forgiveness as a part of a loss mitigation strategy for Rise and Elastic, unless excluded by policy. Once a loan has been classified as a TDR, it is assessed for impairment based on the present value of expected future cash flows discounted at the loan's original effective interest rate considering all available evidence. As of September 30, 2022 and 2021, the Company's TDRs are immaterial to the loans receivable portfolio.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

NOTE 5—VARIABLE INTEREST ENTITIES

The Company is involved with four entities that are deemed to be a VIE: Elastic SPV, Ltd., EF SPV, Ltd., EC SPV, Ltd. and one Credit Services Organization ("CSO") lender. The CSO portfolio wind-down was completed in the third quarter of 2021 and the Company has no further involvement in this VIE as of September 30, 2021. Under ASC 810-10-15, Variable Interest Entities, a VIE is an entity that: (1) has an insufficient amount of equity investment at risk to permit the entity to finance its activities without additional subordinated financial support by other parties; (2) the equity investors are unable to make significant decisions about the entity’s activities through voting rights or similar rights; or (3) the equity investors do not have the obligation to absorb expected losses or the right to receive residual returns of the entity. The Company is required to consolidate a VIE if it is determined to be the primary beneficiary, that is, the enterprise has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE. The Company evaluates its relationships with VIEs to determine whether it is the primary beneficiary of a VIE at the time it becomes involved with the entity and it re-evaluates that conclusion each reporting period.

Each of the below VIE entities were formed by third-party investors for the purpose of purchasing loan participations from third-party bank lenders, and as such, a separate SPV was formed for each program associated with each third-party bank lender. Each SPV obtains debt financing from specific investment funds, which vary by each program and which allows the SPV to purchase the loan participations from each third-party bank lender and has a different interest rate of return for the investment funds. The separation of the SPVs by program provides more flexibility to the third-party bank lender and third-party investors as each program can be negotiated and tailored to the objectives of each party. The Company earns the residual profits from the SPVs which are paid out in the form of Credit Default Premiums.

Elastic SPV, Ltd.

On July 1, 2015, the Company entered into several agreements with a third-party lender and Elastic SPV, Ltd. (“ESPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. ESPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the lines of credit acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, ESPV has the right, but not the obligation, to purchase a 90% interest in each Elastic line of credit. Victory Park Management, LLC (“VPC”) entered into an agreement (the "ESPV Facility") under which it loans ESPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 6—Notes Payable—ESPV Facility). The Company entered into a separate credit default protection agreement with ESPV whereby the Company agreed to provide credit protection to the investors in ESPV against Elastic loan losses in return for a credit premium. The Company does not hold a direct ownership interest in ESPV, however, as a result of the credit default protection agreement, ESPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

EF SPV, Ltd.

On October 15, 2018, the Company entered into several agreements with a third-party lender and EF SPV, Ltd. (“EF SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EF SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Once the third-party lender originates the loan, EF SPV has the right, but not the obligation, to purchase a 96% interest in each Rise bank originated installment loan. VPC lends EF SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 6—Notes Payable—EF SPV Facility). The Company entered into a separate credit default protection agreement with EF SPV whereby the Company agreed to provide credit protection to the investors in EF SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EF SPV, however, as a result of the credit default protection agreement, EF SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

EC SPV, Ltd.

In July 2020, the Company entered into several agreements with a third-party lender and EC SPV, Ltd. (“EC SPV”), an entity formed by third-party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third-party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. EC SPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition, as the installment loans acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, EC SPV has the right to purchase an interest in each Rise bank originated installment loan. The third-party lender retains 5% of the balances of all the loans originated and sells the remaining 95% participation to EC SPV. VPC will lend EC SPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 6—Notes Payable—EC SPV Facility). The Company entered into a separate credit default protection agreement with EC SPV whereby the Company agreed to provide credit protection to the investors in EC SPV against Rise bank originated loan losses in return for a credit premium. The Company does not hold a direct ownership interest in EC SPV, however, as a result of the credit default protection agreement, EC SPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

Summarized Financial Information

As the VIEs that are consolidated have similar economic characteristics, products and services, distribution methods, and regulatory environments, the Company has elected to aggregate their information. The following table summarizes the aggregated assets and liabilities of the VIEs that are included within the Company’s Condensed Consolidated Balance Sheets September 30, 2022 and December 31, 2021:


(Dollars in thousands)	September 30, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	44,952	$	53,195
Restricted cash	1,000		1,000
Loans receivable at fair value	474,558		—
Loans receivable, net of allowance for loan losses of $53,100	—		366,932
Prepaid expenses and other assets	8		16
Receivable from payment processors ($659 and $562, respectively, eliminates upon consolidation)	14,500		13,076
Total assets	$	535,018	$	434,219
LIABILITIES
Accounts payable and accrued liabilities ($58,435 and $8,681, respectively, eliminates upon consolidation)	$	67,665	$	17,643
Deferred revenue	4,380		4,346
Reserve deposit liability ($49,500 and $28,100, respectively, eliminates upon consolidation)	49,500		28,100
Notes payable, net	413,473		384,130
Total liabilities	$	535,018	$	434,219


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

The following tables provides a summary of the aggregated operating results of the VIEs that are included within the Company’s Condensed Consolidated Statements of Operations at September 30, 2022 and 2021:


	Three Months Ended September 30,
(Dollars in thousands)	2022		2021
Revenues	$	102,119	$	88,233
Change in fair value of loans receivable	(54,286)		—
Loan loss provision	—		(43,847)
Other cost of sales ($33,992 and $32,701, respectively, eliminates upon consolidation(1))	(36,673)		(35,494)
Gross profit	11,160		8,892
Interest expense	(9,823)		(7,765)
Net income	$	—	$	—

	Nine Months Ended September 30,
(Dollars in thousands)	2022		2021
Revenues	$	293,795	$	214,629
Change in fair value of loans receivable	(162,321)		—
Loan loss provision	—		(77,822)
Other cost of sales ($92,140 and $106,893, respectively, eliminates upon consolidation(1))	(100,398)		(112,395)
Gross profit	31,076		24,412
Interest expense	(27,391)		(20,976)
Net income	$	—	$	—

_________

(1)Includes the Credit Default Premium and other fee amounts eliminated in consolidation.

CSO Lender

The one CSO lender was considered a VIE of the Company; however, the Company did not have any ownership interest in the CSO lender, did not exercise control over it, and was not the primary beneficiary, and therefore, did not consolidate the CSO lender's results with its results. There were no new loan originations in 2021 under the CSO program and the wind-down of this portfolio was completed in the third quarter of 2021.

NOTE 6—NOTES PAYABLE, NET

The Company has four debt facilities with VPC, the Rise SPV, LLC credit facility (the "VPC Facility"), the ESPV Facility, the EF SPV Facility, and the EC SPV Facility. In October 2021, the Company entered into a debt facility (the "TSPV Facility") with Park Cities Asset Management, LLC ("PCAM"). In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill Term Note"). In August 2022, ESPV, EF SPV and EC SPV, individually and collectively, entered into a subordinated credit agreement with PCAM (the "PCAM Term Note"). The facilities had the following terms as of September 30, 2022.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

VPC Facility

The VPC facility has a maximum borrowing amount of $200 million (amended as of July 31, 2020) used to fund the Rise loan portfolio (“US Term Note”). Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2021, the weighted average base rate on the outstanding balance was 2.40% and the overall interest rate was 9.40%. At September 30, 2022, the weighted average base rate on the outstanding balance was 2.40% and the overall interest rate was 9.40%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The VPC facility has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The US Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the VPC Facility as of September 30, 2022 and December 31, 2021.

ESPV Facility

The ESPV Facility has a maximum borrowing amount of $350 million used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date, the interest rate on the debt outstanding as of the amendment date was fixed at 15.48% (base rate of 2.73% plus 12.75%). Effective July 1, 2019, the interest rate on the debt outstanding as of the amendment date was set at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). At December 31, 2021 the weighted average base rate on the outstanding balance was 2.43% and the overall interest rate was 9.43%. At September 30, 2022, the weighted average base rate on the outstanding balance was 2.45% and the overall interest rate was 9.45%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The ESPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The ESPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and ESPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the ESPV Facility as of September 30, 2022 and December 31, 2021.

EF SPV Facility

The EF SPV Facility has a maximum borrowing amount of $250 million (amended as of July 31, 2020) used to purchase loan participations from a third-party lender. Upon the February 1, 2019 amendment date the interest rate on the debt outstanding as of the amendment date was fixed through the January 1, 2024 maturity date at 10.23% (base rate of 2.73% plus 7.5%, which was reduced to 7.25% and 7.00% on January 1, 2020 and 2021, respectively, as part of the amendment). The weighted average base rate on the outstanding balance at December 31, 2021 was 1.84% and the overall interest rate was 8.84%. The weighted average base rate on the outstanding balance at September 30, 2022 was 2.01% and the overall interest rate was 9.01%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EF SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

The EF SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EF SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EF SPV Facility. The EF SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EF SPV Facility as of September 30, 2022 and December 31, 2021.

EC SPV Facility

The EC SPV Facility has a maximum borrowing amount of $100 million used to purchase loan participations from a third-party lender. The weighted average base rate on the outstanding balance at December 31, 2021 was 2.09% and the overall interest rate was 9.09%. The weighted average base rate on the outstanding balance at September 30, 2022 was 2.32% and the overall interest rate was 9.32%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the greater of 3-month LIBOR, the five-year LIBOR swap rate or 1%) plus 7.0% at the borrowing date. The EC SPV Term Note has a revolving feature providing the option to pay down up to 20% of the outstanding balance once per year during the first quarter. Amounts paid down may be drawn again at a later date prior to maturity.

The EC SPV Term Note matures on January 1, 2024. There are no principal payments due or scheduled until the maturity date. All assets of the Company and EC SPV, excluding the assets of the Company that are pledged to collateralize the TSPV facility, are pledged as collateral to secure the EC SPV Facility. The EC SPV Facility contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the EC SPV Facility as of September 30, 2022 and December 31, 2021.

TSPV Facility

On October 12, 2021, a debt facility agreement, the TSPV Facility, was entered into among Today SPV, LLC ("TSPV"), Today Card, LLC ("TC LLC"), both wholly-owned subsidiaries of the Company, and PCAM. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million used to purchase participations in credit card receivable balances from a third-party lender. The base rate on the outstanding balance at December 31, 2021 was 3.25% and the overall rate was 6.85%. The base rate on the outstanding balance at September 30, 2022 was 5.50% and the overall interest rate was 9.10%. All future borrowings under this facility will bear an interest rate at a base rate (defined as the Wall Street Journal Prime Rate with a 3.25% floor) plus 3.60% at the borrowing date.

The TSPV Term Note matures on October 12, 2025. There are no principal payments due or scheduled until the maturity date. All assets of TC LLC and its subsidiaries are pledged as collateral to secure the TSPV Facility. The TSPV Facility includes certain financial covenants for the product portfolio underlying the facility, including risk adjusted yield requirements, minimum cash level requirements, maximum default rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the TSPV Facility as of September 30, 2022 and December 31, 2021.

Pine Hill Term Note

In January 2022, the Company entered into a subordinated credit agreement with Pine Hill Finance, LLC ("Pine Hill") for a $20 million Term Note to supplement its working capital at a base rate (defined as the daily Secured Overnight Financing Rate ("SOFR") rate with a floor of 1%) plus 13.25% per annum. At September 30, 2022, the base rate on the outstanding balance was 2.98% and the overall rate was 16.23%.

The Term Note matures on March 1, 2024. There are no principal payments due or scheduled until the maturity date. The Pine Hill Facility contains certain covenants for the Company, which are consistent with the covenants within the VPC Facility, such as minimum cash requirements and minimum book value of equity requirement. The Company was in compliance with all covenants related to the Pine Hill Facility at September 30, 2022.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

PCAM Term Note

On August 8, 2022, ESPV, EF SPV and EC SPV, individually and collectively, entered into a subordinated credit agreement with PCAM for a $15 million Term Note to supplement the Company's working capital at a base rate (defined as the greater of SOFR) or 1.5%) plus 13.25% per annum, with a maximum interest rate of 16.00%. At September 30, 2022, the base rate on the outstanding balance was 2.98% and the overall rate was 16.00%.

The Term Note matures on March 31, 2024. There are no principal payments due or scheduled until the maturity date. The PCAM Term Note contains certain covenants for the Company such as minimum cash requirements and a minimum book value of equity requirement. There are also certain covenants for the product portfolio underlying the facility, including, among other things, excess spread requirements, maximum roll rate and charge-off rate levels, and maximum loan-to-value ratios. The Company was in compliance with all covenants related to the PCAM Term Note at September 30, 2022.

Debt Facilities:

The outstanding balances of Notes payable, net of debt issuance costs, are as follows:


(Dollars in thousands)	September 30, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	197,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	146,800		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	55,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	43,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
PCAM Term Note bearing interest at the base rate + 13.25%	15,000		—
Debt issuance costs	(1,431)		(1,723)
Total	$	560,569	$	505,277

The change in the facility balances includes the following:

•ESPV Term Note - Draw of $5 million in the third quarter of 2022;

•EF SPV Term Note - Paydown of $15 million in the first quarter of 2022, a draw of $7.5 million in the second quarter of 2022, and a draw of $16.5 million in the third quarter of 2022;

•EC SPV Term Note - Paydown of $10 million in the first quarter of 2022, a draw of $5 million in the second quarter of 2022, and a draw of $5 million in the third quarter of 2022;

•TSPV Term Note - Draw of $3 million in the first quarter of 2022 and a draw of $3 million in the third quarter of 2022;

•Pine Hill Term Note - Funding of $20 million in the first quarter of 2022;

•PCAM Term Note - Funding of $15 million in the third quarter of 2022;

The Company has evaluated the interest rates for its debt and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for the debt approximates the fair value.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Future debt maturities as of September 30, 2022 are as follows:


Year (dollars in thousands)	September 30, 2022
Remainder of 2022	$	—
2023	—
2024	519,000
2025	43,000
2026	—
Thereafter	—
Total	$	562,000

NOTE 7—GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill represents the excess purchase price over the estimated fair market value of the net assets acquired by the predecessor parent company, Think Finance, Inc. (“Think Finance”) related to the Elastic reporting unit. The Company performs an impairment review of goodwill and intangible assets with an indefinite life annually at October 1. The annual test was completed as of October 1, 2021 and the Company determined that there was no evidence of impairment of goodwill or indefinite life intangible assets. As a result of the substantial inflationary pressures of the current macroeconomic environment, the Company is experiencing higher charge-offs and limiting loan portfolio growth, with both resulting in lower cash collections. The Company concluded a triggering event had occurred in the third quarter of 2022 and, accordingly, performed a quantitative assessment on the goodwill balances of the Elastic reporting unit. There was no impairment identified during the quantitative assessment. The Company has $6.8 million of goodwill (all related to the Elastic reporting unit) on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively. Of the total goodwill balance, approximately $229 thousand is deductible for tax purposes.

The Company's impairment evaluation of goodwill is based on comparing the fair value of the respective reporting unit to its carrying value. The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting unit. The income approach uses the Company's projections of financial performance for a six-to-nine-year period and includes assumptions about future revenue growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint. The Company’s estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, particularly in the current volatile market, actual results may differ from those used in these valuations which could result in additional impairment charges in the future.

The carrying value of acquired intangible assets as of September 30, 2022 is presented in the table below:


(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:
Acquired technology	$	211	$	(211)	$	—
Non-compete	2,461		(2,461)		—
Customers	126		(126)		—
Assets not subject to amortization:
Domain names	231		—		231
Total	$	3,029	$	(2,798)	$	231


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

The carrying value of acquired intangible assets as of December 31, 2021 is presented in the table below:


(Dollars in thousands)	Cost		Accumulated Amortization		Net
Assets subject to amortization:
Acquired technology	$	211	$	(211)	$	—
Non-compete	2,461		(2,461)		—
Customers	126		(126)		—
Assets not subject to amortization:
Domain names	231		—		231
Total	$	3,029	$	(2,798)	$	231

With a board member's decision to not run for reelection to the Company's Board of Directors in March 2021, the remaining non-compete agreements expired and the Company accelerated the amortization of the assets to coincide with his announcement. Beginning in March 31, 2021, there were no intangible assets subject to amortization with any remaining life. Total amortization expense recognized for the nine months ended September 30, 2021 was approximately $602 thousand.

Additionally, in January 2021, the Company sold a domain name that was held for a gain of $949 thousand, included in Non-operating income in the Condensed Consolidated Statements of Operations.

NOTE 8—LEASES

The Company has non-cancelable operating leases for facility space and equipment with varying terms. All of the leases for facility space qualified for capitalization under FASB ASC 842, Leases. These leases have remaining lease terms of approximately two to eight years, and some may include options to extend the leases for up to ten years. The extension terms are not recognized as part of the right-of-use assets. The Company has elected not to capitalize leases with terms equal to, or less than, one year. As of September 30, 2022 and December 31, 2021, net assets recorded under operating leases totaled $10.9 million and $5.7 million, respectively, and net lease liabilities totaled $16.2 million and $9.2 million, respectively.

The Company analyzes contracts above certain thresholds to identify leases and lease components. Lease and non-lease components are not separated for facility space leases. The Company uses its contractual borrowing rate to determine lease discount rates when an implicit rate is not available.

The Company entered into two sublease contracts with independent third-parties for facility space related to right-of-use assets in January 2021 and September 2021. The Company's obligations under the original leases were not relieved. As the sublease income is immaterial, payments received are recognized as an offset to Occupancy and equipment in the Condensed Consolidated Statements of Operations. The signing of the subleases triggered impairment evaluations and the Company determined the related right-of-use assets were impaired. Impairment losses of $549 thousand for the January sublease and $84 thousand for the September sublease were recognized in Non-operating income (loss) in the Condensed Consolidated Statements of Operations.

Effective May 2022, the Company amended its corporate headquarters lease in Fort Worth, Texas to extend the term through November 2030 and reduce the total leased space to approximately 73,984 square feet. As a result, on the date of the modification, the Company recognized an increase of $7.0 million to right-of-use assets and $9.6 million to lease liabilities, respectively, inclusive of the effect of an incentive of $2.6 million which is recognized in Property and equipment, net in the Condensed Consolidated Balance Sheets. Additionally, the space reduction resulted in a $80.8 thousand gain recognized in Non-operating income (loss) in the Condensed Consolidated Statements of Operations with reductions of $600.6 thousand and $681.3 thousand to right-of-use assets and lease liabilities, respectively.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Total gross lease cost for the three and nine months ended September 30, 2022 and 2021, included in Occupancy and equipment in the Condensed Consolidated Statements of Operations, is detailed in the table below:


	Three Months Ended September 30,
Lease cost (dollars in thousands)	2022		2021
Operating lease cost	$	638	$	766
Short-term lease cost	—		—

Total lease cost	$	638	$	766

	Nine Months Ended September 30,
Lease cost (dollars in thousands)	2022		2021
Operating lease cost	$	2,081	$	2,301
Short-term lease cost	—		—

Total lease cost	$	2,081	$	2,301

Further information related to leases is as follows:


	Three Months Ended September 30,
Supplemental cash flows information (dollars in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities	$	872		$	973
Right-of-use assets obtained in exchange for lease obligations	$	—		$	—
Weighted average remaining lease term	7.1 years			2.9 years
Weighted average discount rate	8.47		%	10.23		%

	Nine Months Ended September 30,
Supplemental cash flows information (dollars in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease liabilities	$	2,759		$	2,891
Right-of-use assets obtained in exchange for lease obligations(1)	$	6,994		$	—
Weighted average remaining lease term	7.1 years			2.9 years
Weighted average discount rate	8.47		%	10.23		%

_________

(1)Related to Fort Worth corporate headquarters lease modification.

Future minimum lease payments as of September 30, 2022 are as follows:


Year (dollars in thousands)	Operating Leases
2022	$	881
2023	3,415
2024	3,204
2025	3,218
2026	2,639
Thereafter	8,191
Total future minimum lease payments	$	21,548
Less: Imputed interest	(5,331)
Operating lease liabilities	$	16,217


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

NOTE 9—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended September 30, 2022 and 2021 totaled approximately $1.2 million and $1.6 million, respectively, and $5.2 million and $4.9 million for the nine months ended September 30, 2022 and 2021.

2016 Omnibus Incentive Plan

The 2016 Omnibus Incentive Plan ("2016 Plan") was adopted by the Company’s Board of Directors on January 5, 2016 and approved by the Company’s stockholders thereafter. The 2016 Plan became effective on June 23, 2016. The 2016 Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors and consultants. In connection with the 2016 Plan, the Company has reserved but not issued 8,136,211 shares of common stock, which includes shares that would otherwise return to the 2014 Equity Incentive Plan (the "2014 Plan") as a result of forfeiture, termination, or expiration of awards previously granted under the 2014 Plan and outstanding when the 2016 Plan became effective.

The 2016 Plan will automatically terminate 10 years following the date it became effective, unless the Company terminates it sooner. In addition, the Company’s Board of Directors has the authority to amend, suspend or terminate the 2016 Plan provided such action does not impair the rights under any outstanding award.

As of September 30, 2022, the total number of shares available for future grants under the 2016 Plan was 2,807,596 shares.

The Company has in the past and may in the future make grants of share-based compensation as inducement awards to new employees who are outside the 2016 Plan. The Company's board may rely on the employment inducement exception under NYSE Rule 303A.08 in order to approve the grants.

2014 Equity Incentive Plan

The Company adopted the 2014 Plan on May 1, 2014. The 2014 Plan permitted the grant of incentive stock options, non-statutory stock options, and restricted stock. On April 27, 2017, the Company's Board of Directors terminated the 2014 Plan as to future awards and confirmed that underlying shares corresponding to awards under the 2014 Plan that were outstanding at the time the 2016 Plan became effective, that are forfeited, terminated or expired, will become available for issuance under the 2016 Plan.

For the nine months ended September 30, 2022, the Company had the following activity related to outstanding share-based awards:

Stock Options

Stock options are awarded to encourage ownership of the Company's common stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company's stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator of the applicable plan. The Company's stock options generally have a 10-year contractual term and vest over a 4-year period.

A summary of stock option activity as of and for the nine months ended September 30, 2022 is presented below:


Stock Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	796,685	$	6.19
Granted	—	—
Exercised	—	—
Expired	—	—
Forfeited	(70,000)	5.85
Outstanding at September 30, 2022	726,685	6.22		2.47
Options exercisable at September 30, 2022	726,685	$	6.22	2.47


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

At September 30, 2022, there were no unrecognized compensation costs related to unvested stock options to be recognized. The total intrinsic value of options exercised for the nine months ended September 30, 2022 was zero.

Restricted Stock Units

RSUs are awarded to serve as a key retention tool for the Company to retain its executives and key employees. RSUs will transfer value to the holder even if the Company’s stock price falls below the price on the date of grant, provided that the recipient provides the requisite service during the period required for the award to “vest.”

The weighted-average grant-date fair value for RSUs granted under the 2016 Plan during the nine months ended September 30, 2022 was $2.87. These RSUs primarily vest 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

A summary of RSU activity as of and for the nine months ended September 30, 2022 is presented below:


RSUs	Shares	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2021	3,691,983	$	3.97
Granted	2,487,729	2.87
Vested(1)	(1,263,001)	4.36
Forfeited	(314,784)	3.50
Unvested at September 30, 2022	4,601,927	3.37
Expected to vest at September 30, 2022	3,536,924	$	3.36

_________

(1)Certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld 314,070 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities for the nine months ended September 30, 2022.

At September 30, 2022, there was approximately $8.9 million of unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 2.2 years. During the nine months ended September 30, 2022, the total intrinsic value of RSUs that vested during the period was approximately $3.6 million. As of September 30, 2022, the aggregate intrinsic value of the vested and expected to vest RSUs was approximately $3.9 million.

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently 2,514,365 shares authorized and 909,891 reserved for the ESPP. There were 190,945 shares purchased under the ESPP for the nine months ended September 30, 2022. Within share-based compensation expense for the nine months ended September 30, 2022 and 2021, $347 thousand and $473 thousand, respectively, relates to the ESPP. For the three months ended September 30, 2022 and 2021, $108 thousand and $132 thousand, respectively, relates to the ESPP within share-based compensation expense.

NOTE 10—FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The accounting guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The Company groups its assets and liabilities measured at fair value in three levels of the fair value hierarchy, based on the fair value measurement technique, as described below:

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets and liabilities in active exchange markets that the Company has the ability to access at the measurement date.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques with significant assumptions and inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3—Valuation is derived from model-based techniques that use inputs and significant assumptions that are supported by little or no observable market data. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the nine month periods ended September 30, 2022 and 2021, there were no significant transfers between levels.

The level of fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is most significant to the fair value measurement in its entirety. In the determination of the classification of assets and liabilities in Level 2 or Level 3 of the fair value hierarchy, the Company considers all available information, including observable market data, indications of market conditions, and its understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances, judgments are made regarding the significance of the Level 3 inputs to the fair value measurements of the respective assets and liabilities in their entirety. If the valuation techniques that are most significant to the fair value measurements are principally derived from assumptions and inputs that are corroborated by little or no observable market data, the asset or liability is classified as Level 3.

The following table contains the Company's financial assets and liabilities that are measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets as of September 30, 2022:


	September 30, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Loans receivable at fair value(1)	$	621,312	$	—	$	—	$	621,312
Total	$	621,312	$	—	$	—	$	621,312

_________

(1)Loans receivable at fair value includes assets of consolidated VIEs. See Note 5 - Variable Interest Entities for more information.

Effective January 1, 2022, the Company generally uses discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable portfolio. Using historical data and consideration of recent trends, the Company determines loss and prepayment assumptions. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. The table below presents quantitative information about the key unobservable inputs used for the Company's loans receivable fair value measurements as of September 30, 2022:


	September 30, 2022
Credit loss rate	18	%
Prepayment rate	28	%
Discount rate	21	%


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Financial Assets and Liabilities Not Measured at Fair Value

The following tables contain the Company's financial assets and liabilities that are not measured at fair value in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021:


	September 30, 2022		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	72,599	$	72,599	$	—	$	—
Restricted cash	3,852		3,852		—		—
Receivable from payment processors	17,038		—		—		17,038
Total	$	93,489	$	76,451	$	—	$	17,038

Financial liabilities:
Accounts payable and accrued liabilities	$	38,381	$	—	$	—	$	38,381
Notes payable, net	560,569		—		—		560,569
Total	$	598,950	$	—	$	—	$	598,950


	December 31, 2021		Fair Value Measurement Using
(Dollars in thousands)			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	84,978	$	84,978	$	—	$	—
Restricted cash	5,874		5,874		—		—
Loans receivable, net of allowance for loan losses	511,157		—		—		637,091
Receivable from payment processors	15,870		—		—		15,870
Total	$	617,879	$	90,852	$	—	$	652,961

Financial liabilities:
Accounts payable and accrued liabilities	$	82,513	$	—	$	—	$	82,513
Notes payable, net	505,277		—		—		505,277
Total	$	587,790	$	—	$	—	$	587,790

The Company has evaluated Receivable from payment processors and Accounts payable and accrued liabilities, and believes the carrying value approximates the fair value due to the short-term nature of these balances. The Company has also evaluated the interest rates for Notes payable, net and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for Notes payable, net approximates the fair value. Prior to the adoption of ASU 2016-13, loans receivable were carried net of the allowance for loan losses, which was primarily calculated utilizing historical loss rates by product, stratified by delinquency ranges. The Company enhanced its valuation methodology as of December 31, 2021 using the additional data and valuation assumptions made available by the January 2022 adoption of 2016-13.

The Company classifies its fair value measurement techniques for the fair value disclosures associated with Loans receivable, net of allowance for loan losses, Receivable from payment processors, Accounts payable and accrued liabilities and Notes payable, net as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

NOTE 11—INCOME TAXES

Income tax expense for the three and nine months ended September 30, 2022 and 2021 consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		2022		2021
Current income tax expense (benefit):

State	$	(79)	$	440	46		486

Total current income tax expense (benefit)	(79)		440		46		486

Deferred income tax expense (benefit):
Federal	8,037		(5,059)		4,355		(366)
State	1,903		2,776		657		1,709



Total deferred income tax expense (benefit)	9,940		(2,283)		5,012		1,343

Total income tax expense (benefit)	$	9,861	$	(1,843)	$	5,058	$	1,829

No material penalties or interest related to taxes, other than as described below, were recognized for the three and nine months ended September 30, 2022 and 2021.

At September 30, 2022, the Company recognized a valuation allowance of $9.9 million related to its net deferred tax asset which is included in Income tax expense (benefit). See further discussion below regarding the assessment of the Deferred tax assets, net.

The Company’s effective tax rates for the nine months ended September 30, 2022 and 2021, including discrete items and excluding any change in the valuation allowance, were 18.7% and 369.5%, respectively. For the nine months ended September 30, 2022, the Company's effective tax rate differed from the standard corporate federal income tax rate of 21% due to permanent non-deductible items and corporate state tax obligations in the states where it has lending activities. For the nine months ended September 30, 2021, the Company's effective tax rate significantly differed from the standard corporate federal income tax rate of 21% primarily due to the Company's recognition of an uncertain tax position of $1.6 million, net in Income tax expense (benefit) (see further discussion in the following paragraph). Other differences are due to discrete items, related to stock compensation and return-to-provision estimate adjustments, other permanent non-deductible items and corporate state tax obligations in the states where it has lending activities.

At September 30, 2022 and December 31, 2021, the gross liability for an uncertain tax position was $1.7 million and $1.5 million, exclusive of interest and penalties, respectively, and of this amount, $1.3 million and $1.2 million, respectively, would affect the Company’s effective tax rate if realized. The Company recognizes interest income from favorable settlements and interest expense and penalties accrued on uncertain tax positions within Income tax expense (benefit) in the Condensed Consolidated Statements of Operations. As of September 30, 2022, the Company had accrued $0.1 million for interest and penalties. The liability for the uncertain tax position results from a recent change in tax regulations in the state of Texas that impacted the Company’s previously recognized research and development state tax credits. The Company has no expectation that this liability on the books at September 30, 2022 will be settled in the next 12 months. The Company’s 2016-2020 tax years remain open to income tax audits in Texas at September 30, 2022.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

For purposes of evaluating the need for a deferred tax valuation allowance, significant weight is given to evidence that can be objectively verified. The following provides an overview of the assessment that was performed for the Deferred tax assets, net.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Deferred tax assets, net

At September 30, 2022, the Company established a full valuation allowance for its deferred tax assets (“DTA”) based on the impact of the current macroeconomic environment on the performance of our portfolio as well as that environment making it increasingly difficult for management to accurately forecast future generation of taxable income. At December 31, 2021, the company did not establish a valuation allowance for its DTA based on management's expectation of generating sufficient taxable income in a look forward period over the next one to four years. The Federal net operating loss ("NOL") carryforward from operations at December 31, 2021 was $84.1 million. Any research and development credits recognized as a deferred tax asset expire beginning in 2036. The ultimate realization of the resulting DTA is dependent upon generating sufficient taxable income prior to the expiration of carryforwards.

The Company considered the following factors when making its assessment regarding the ultimate realizability of the DTA:

•The Company is projecting a three-year cumulative pre-tax loss position in 2022 (inclusive of certain non-recurring items), which is a significant piece of negative evidence that is difficult to overcome.

•Given the impact of the current macroeconomic environment on the performance of our portfolio and that same environment making it increasingly difficult to accurately forecast future revenue and losses, management believes the Company is not at a more likely than not position that the DTA will be realized.

The Company has given due consideration to all the factors and has concluded that the DTA is not at a more likely than not position to be realized. The amount of the DTA considered realizable, however, could be adjusted in the future if estimates of future taxable income change. As a result, as of September 30, 2022, the Company established a full valuation allowance for the DTA. The valuation allowance does not impact the Company's ability to utilize the DTA in the future.

NOTE 12—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Contingencies

Currently and from time to time, the Company may become a defendant in various legal and regulatory actions that arise in the ordinary course of business. The Company generally cannot predict the eventual outcome, the timing of the resolution or the potential losses, fines or penalties of such legal and regulatory actions. Actual outcomes or losses may differ materially from the Company's current assessments and estimates, which could have a material adverse effect on the Company's business, prospects, results of operations, financial condition or cash flows.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation, regulatory matters and other legal proceedings when those matters present material loss contingencies that are both probable and reasonably estimable. Even when an accrual is recorded, the Company may be exposed to loss in excess of any amounts accrued.

Except as described below, the Company believes that any sum it may be required to pay in connection with proceedings or claims in excess of the amounts recorded would likely not have a material adverse effect upon the Company's results of operations, financial conditions or cash flows on a consolidated annual basis but could have a material adverse impact in a particular quarterly reporting period.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

Other Matters:

In December 2019, the Think Finance, Inc. ("TFI") bankruptcy plan was confirmed, and any potential future claims from the TFI Creditors' Committee were assigned to the Think Finance Litigation Trust (“TFLT”). On August 14, 2020, the TFLT filed an adversary proceeding against Elevate Credit, Inc. in the United States Bankruptcy Court for the Northern District of Texas, alleging certain avoidance claims related to Elevate's spin-off from TFI on May 1, 2014 under the Bankruptcy Code and the Texas Uniform Fraudulent Transfer Act ("TUFTA"). Additionally, a class action lawsuit against Elevate was filed on August 14, 2020 in the Eastern District of Virginia alleging violations of usurious interest and aiding and abetting various racketeering activities related to the operations of TFI prior to and immediately after the 2014 spin-off. On October 26, 2020, Elevate filed a motion to dismiss which was denied. On February 4, 2022, the parties to this litigation reached a settlement agreement in which Elevate admitted no liability, agreed to a settlement payment of $33 million to resolve this litigation and committed to purchase 924,495 shares of Elevate stock owned by the TFLT at a set price upon execution of the settlement agreement. The Company accrued a contingent loss in the amount of $17.1 million for the settlement payment related to the TFLT and class actions disputes at December 31, 2021, in addition to the $17 million previously accrued at December 30, 2020. The settlement has been agreed to by all parties, and on August 16, 2022, the United States District Court for the Eastern District of Virginia issued an Order Granting Final Approval of the Class Action Settlement. The stock purchase was completed on February 11, 2022. All payments have been made pursuant to the Settlement Agreement. The first payment of $13.3 million was made on May 4, 2022 and the final payment of $19.7 million was made on August 22, 2022. This accrual, inclusive of related additional legal fees, was $0.7 million and $34.1 million, at September 30, 2022 and December 31, 2021, respectively, and is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

On June 5, 2020, the District of Columbia (the "District") sued Elevate in the Superior Court of the District of Columbia alleging that Elevate may have violated the District's Consumer Protection Procedures Act and the District of Columbia's Municipal Regulations in connection with loans issued by banks in the District of Columbia. This action was removed to federal court, and on August 3, 2020, the District filed a motion to remand to Superior Court. On July 15, 2021, the District Court Judge remanded the case to Superior Court. On January 20, 2022, the Company entered into a Consent Judgment and Order (the "Consent Order") with the District resolving all matters in this action. The Company denies that it has violated any law or engaged in any deceptive or unfair practices as alleged and entered into the Consent Order to avoid the potential expense of further litigation. As part of the Consent Order, Elevate has agreed to not engage in certain business activities in the District of Columbia, provide refunds in 2022 to certain affected District of Columbia consumers, and pay $450 thousand to the District of Columbia in February 2022. The Company accrued a contingent loss in the amount of $4.0 million at December 31, 2021, which is recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. At September 30, 2022, the Company has completed refunds to District of Columbia consumers in an amount approximating $3.4 million and has no remaining accrual.

In addition, on January 27, 2020, Sopheary Sanh filed a class action complaint in the Western District Court in the state of Washington against Rise Credit Service of Texas, LLC d/b/a Rise, Opportunity Financial, LLC and Applied Data Finance, LLC d/b/a Personify Financial. The Plaintiff in the case claims that Rise and Personify Financial have violated Washington’s Consumer Protection Act by engaging in unfair or deceptive practices, and seeks class certification, injunctive relief to prevent solicitation of consumers to apply for loans, monetary damages and other appropriate relief, including an award of costs, pre- and post-judgment interest, and attorneys' fees. The lawsuit was removed to federal court. On January 12, 2021, the court granted Rise's motion to dismiss, as well as the other non-affiliated service providers. The Judge did, however, allow Plaintiff the opportunity to amend its complaint. On June 22, 2021, the Plaintiff filed its Amended Complaint alleging that Elevate or its subsidiary were not service providers to the originating bank, but rather the true lender. On July 20, 2021, Elevate filed its Motion to Dismiss the Amended Complaint. On September 20, 2021, Plaintiff filed its Response and Opposition to Defendant's Motion to Dismiss. On October 1, 2021, the Company filed a Reply in Support of its Motion to Dismiss the Amended Complaint, and is awaiting a ruling on the motion to dismiss. Elevate disagrees that it has violated the Washington Consumer Protection Act and it intends to vigorously defend its position. In the opinion of management, a material loss is remote at this stage as the Company's favorable ruling on its initial motion to dismiss had a similar fact pattern to the amended complaint.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

On March 3, 2020, Heather Crawford filed a lawsuit in the Superior Court of the state of California, county of Los Angeles, against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. Elevate filed a motion to compel arbitration, and Ms. Crawford dismissed the lawsuit without prejudice to refile in arbitration. Ms. Crawford has not yet filed any arbitration demand. In addition, on April 6, 2020, Dahn Le made a demand for arbitration against Elevate Credit, Inc., Elevate Credit Service, LLC and Rise Credit of California, LLC similarly alleging unconscionable interest rates on Rise loans and seeking damages and public injunctive relief. On September 1, 2021, the Arbitrator ruled that Elevate was deemed to be the prevailing party as to all matters in the Danh Le arbitration and all of Claimant's claims were denied. On December 1, 2021, Mr. Le filed a Petition to Vacate the Arbitration Award in the Superior Court of the state of California. The Company filed its motion in Opposition to Petitioner's Motion to Vacate on January 25, 2022, and a hearing was held on February 22, 2022. On February 23, 2022, the Superior Court ruled in Elevate's favor by denying the Petition to Vacate the arbitration judgment. The Claimant has filed notice that they intend to appeal the denial of their Petition to Vacate, however, the Company expects to succeed in defending the appeal and does not expect to incur any reasonably possible loss at this time.

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately $260.0 million and $277.1 million in available and unfunded credit lines at September 30, 2022 and December 31, 2021, respectively. The Today Card product had approximately $21.4 million and $20.0 million in available and unfunded credit lines as of September 30, 2022 and December 31, 2021, respectively. While these amounts represented the total available unused credit lines, the Company has not experienced and does not anticipate that all line of credit customers will access their entire available credit lines at any given point in time. The Company has not recorded a loan loss reserve for unfunded credit lines as the Company has the ability to cancel commitments within a relatively short timeframe.

Effective June 2017, the Company entered into a seven-year lease agreement for office space in California. Upon the commencement of the lease, the Company was required to provide the lessor with an irrevocable and unconditional $500 thousand letter of credit. Provided the Company is not in default of any terms of the lease agreement, the outstanding required balance of the letter of credit will be reduced by $100 thousand per year beginning on the second anniversary of the lease commencement and ending on the fifth anniversary of the lease agreement. The minimum balance of the letter of credit will be at least $100 thousand throughout the duration of the lease. At September 30, 2022 and December 31, 2021, the Company had $100 thousand and $200 thousand, respectively, of cash balances securing the letter of credit which is included in Restricted cash within the Condensed Consolidated Balance Sheets.

Guarantees

CSO Program:

In connection with its prior CSO programs, the Company guaranteed consumer loan payment obligations to CSO lenders and was required to purchase any defaulted loans it has guaranteed. The guarantee represented an obligation to purchase specific loans that go into default. As of September 30, 2022, the guarantee no longer exists as there are no remaining CSO program obligations.

Indemnifications and contingent loss accrual

In the ordinary course of business, the Company may indemnify customers, vendors, lessors, investors, and other parties for certain matters subject to various terms and scopes. For example, the Company may indemnify certain parties for losses due to the Company's breach of certain agreements or due to certain services it provides. As the Company has previously disclosed, the Company has also entered into separate indemnification agreements with the Company’s directors and executive officers, in addition to the indemnification provided for in the Company’s amended and restated bylaws. These agreements, among other things, provide that the Company will indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s or, where applicable, TFI’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

As of December 31, 2020, the Company had accrued approximately $4.4 million for a contingent loss related to a legal matter for a former executive of the company. This contingent loss was based on a probable settlement composed of both cash and certain amounts that were subject to valuation adjustments until the final settlement. The contingent loss was settled as of March 31, 2021 and no further accrual for this matter remains as of September 30, 2022. As of December 31, 2021, the Company had accrued $1.7 million pursuant to a director indemnification agreement related to a legal matter. As of September 30, 2022, no further accrual remained for this legal matter. Both of these accruals were recognized within Non-operating income (loss) in the Condensed Consolidated Statements of Operations and as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. The table below presents a roll forward of the net amounts accrued and paid for the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		2022		2021
Beginning balance	$	1,047	$	—	$	1,700	$	4,424
Accruals	—		—		—		(510)
Payments	(1,047)		—		(1,700)		(3,914)
Net contingent loss related to a legal matter	$	—	$	—	$	—	$	—

NOTE 13—RELATED PARTIES

Expenses related to the Company's board of directors, including board fees, travel reimbursements and share-based compensation for the three and nine months ended September 30, 2022 and 2021 are included in Professional services within the Condensed Consolidated Statements of Operations and were as follows:


	Three Months Ended September 30,
(Dollars in thousands)	2022		2021
Fees and travel expenses	$	99	$	111
Stock compensation	257		156

Total board related expenses	$	356	$	267

	Nine Months Ended September 30,
(Dollars in thousands)	2022		2021
Fees and travel expenses	$	448	$	368
Stock compensation	650		342
Total board related expenses	$	1,098	$	710

At September 30, 2022 and December 31, 2021, the Company had approximately $99 thousand and $143 thousand, respectively, due to board members related to the above expenses, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

During the year ended December 31, 2017, a former member of the board of directors entered into a direct investment of $800 thousand in the Rise portion of the VPC Facility. Upon resignation in the first quarter of 2022, they were no longer considered a related party. For the nine months ended September 30, 2022 and 2021, the interest payments on this loan were $19 thousand and $59 thousand, respectively, and $20 thousand for the three months ended September 30, 2021.


Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2022 and 2021

In the second quarter of 2021, the Company reached an agreement with a former member of the board of directors for advances of legal fees under the indemnification provisions of their director agreement. Based on this agreement, at September 30, 2022, the Company had no remaining accrual. There was $135 thousand accrued for this matter at December 31, 2021, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets. The table below presents a roll forward of the amounts accrued and paid for the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		2022		2021
Beginning balance	$	151	$	911	$	135	$	—
Accruals (included in Professional services in the Condensed Consolidated Statements of Operations)	(85)		626		13		1,537
Payments	(66)		(373)		(148)		(373)
Net accrual related to the advance of legal fees	$	—	$	1,164	$	—	$	1,164

In addition to the advances of legal fees, as of December 31, 2021, the Company had accrued $1.7 million pursuant to the director indemnification agreement related to a legal matter. This accrual was recognized as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. As of September 30, 2022, no accrual remained.

During the fourth quarter of 2021, the Company made a $500 thousand advance applied toward its investment in the newly created Swell entity, which was recognized in Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. During the first quarter of 2022, the Company made an additional investment of $4 million, as well as intellectual property contributions valued at $1.3 million. The Company records its interest in Swell under the equity method of accounting. The Company's share of Swell's net loss for the three and nine months ended September 30, 2022 is $0.4 million and $1.1 million, respectively, which is included in Equity method investment loss in the Condensed Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the carrying value of the Company's investment in Swell was $4.8 million and $0 million, respectively, within Investment in unconsolidated affiliate in the Condensed Consolidated Balance Sheets.

NOTE 14—SUBSEQUENT EVENTS

The Company evaluated subsequent events as of the date these financial statements were made available and determined there have been no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements, except as follows:

On October 28, 2022, Elastic SPV, EF SPV and EC SPV, individually and collectively, entered into the First Amendment to Second-Lien Financing Agreement and Consent (the "Amendment") with Park Cities Asset Management, LLC, to increase the maximum commitment amount to $20.0 million from $15.0 million and to amend certain financial covenants effective as of August 31, 2022. All material terms and maturity date remain unchanged under the Amendment. An additional funding of $5.0 million on this agreement was made on October 31, 2022.

On October 31, 2022, the Company, EF SPV, EC SPV, and Elastic SPV entered into the Omnibus Amendment and Consent ("the Agreement") under each of the VPC facilities, consenting to the Amendment with Park Cities Asset Management, LLC and amending certain financial covenants as of August 31, 2022. All other material terms and maturities are unchanged by this agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our business, our results of operations and our financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q.

Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Note About Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We generally refer to loans, customers and other information and data associated with each of our brands (Rise, Elastic and Today Card) as Elevate’s loans, customers, information and data, irrespective of whether Elevate directly originates the credit to the customer or whether such credit is originated by a third party.

OVERVIEW

We provide online credit solutions to consumers in the US who are not well-served by traditional bank products and who are looking for better options than payday loans, title loans, pawn and storefront installment loans. Non-prime consumers now represent a larger market than prime consumers but are riskier to underwrite and serve with traditional approaches. We’re succeeding at it - and doing it responsibly - with best-in-class advanced technology and proprietary risk analytics honed by serving more than 2.8 million customers with $10.6 billion in credit. Our current online credit products, Rise, Elastic and Today Card, reflect our mission to provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. We call this mission "Good Today, Better Tomorrow."

We earn revenues on the Rise installment loans, on the Rise and Elastic lines of credit and on the Today Card credit card product. Our revenue primarily consists of finance charges and line of credit fees. Finance charges are driven by our average loan balances outstanding and by the average annual percentage rate (“APR”) associated with those outstanding loan balances. We calculate our average loan balances by taking a simple daily average of the ending loan balances outstanding for each period. Line of credit fees are recognized when they are assessed and recorded to revenue over the life of the loan. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and by our bank partners that license our brands, Republic Bank, FinWise Bank and Capital Community Bank ("CCB"), as well as loans originated by third-party lenders pursuant to CSO programs, which loans originated through CSO programs are not recorded on our balance sheet in accordance with US GAAP. See “—Key Financial and Operating Metrics” and “—Non-GAAP Financial Measures.”

We use our working capital and our credit facility with Victory Park Management, LLC ("VPC” and the "VPC Facility") to fund the loans we directly make to our Rise customers. The VPC Facility has a maximum total borrowing amount available of $200 million at September 30, 2022.

We also license our Rise installment loan brand to two banks. FinWise Bank originates Rise installment loans in 17 states. This bank initially provides all of the funding, retains 4% of the balances of all of the loans originated and sells the remaining 96% loan participation in those Rise installment loans to a third-party SPV, EF SPV, Ltd. ("EF SPV"). These loan participation purchases are funded through a separate financing facility (the "EF SPV Facility"), and through cash flows from operations generated by EF SPV. The EF SPV Facility has a maximum total borrowing amount available of $250 million. We do not own EF SPV, but we have a credit default protection agreement with EF SPV whereby we provide credit protection to the investors in EF SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EF SPV as a variable interest entity ("VIE") under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 96% of the Rise installment loans originated by FinWise Bank and sold to EF SPV.

Since the third quarter of 2020, we have licensed our Rise installment loan brand to an additional bank, CCB, which originates Rise installment loans in three different states than FinWise Bank. Similar to the relationship with FinWise Bank, CCB initially provides all of the funding, retains 5% of the balances of all of the loans originated and sells the remaining 95% loan participation in those Rise installment loans to a third-party SPV, EC SPV, Ltd. ("EC SPV"). These loan participation purchases are funded through a separate financing facility (the "EC SPV Facility"), and through cash flows from operations generated by EC SPV. The EC SPV Facility has a maximum total borrowing amount available of $100 million. We do not own EC SPV, but we have a credit default protection agreement with EC SPV whereby we provide credit protection to the investors in EC SPV against Rise loan losses in return for a credit premium. As the primary beneficiary, Elevate is required to consolidate EC SPV as a VIE under US GAAP and the condensed consolidated financial statements include revenue, losses and loans receivable related to the 95% of the Rise installment loans originated by CCB and sold to EC SPV.

The Elastic line of credit product is originated by a third-party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all loans originated and sells a 90% loan participation in the Elastic lines of credit. An SPV structure was implemented such that the loan participations are sold by Republic Bank to Elastic SPV, Ltd. (“Elastic SPV”) and Elastic SPV receives its funding from VPC in a separate financing facility (the “ESPV Facility”), which was finalized on July 13, 2015. We do not own Elastic SPV, but we have a credit default protection agreement with Elastic SPV whereby we provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, we are the primary beneficiary of Elastic SPV and are required to consolidate the financial results of Elastic SPV as a VIE in our condensed consolidated financial statements. The ESPV Facility has a maximum total borrowing amount available of $350 million at September 30, 2022.

Today Card is a credit card product designed to meet the spending needs of non-prime consumers by offering a prime customer experience. Today Card is originated by CCB under the licensed MasterCard brand, and a 95% participation interest in the credit card receivable is sold to us. These credit card receivable purchases are funded through a separate financing facility (the "TSPV Facility"), and through cash flows from operations generated by the Today Card portfolio. The TSPV Facility has a maximum commitment amount of $50 million, which may be increased up to $100 million. As the lowest APR product in our portfolio, Today Card allows us to serve a broader spectrum of non-prime Americans. The Today Card experienced significant growth in its portfolio size despite the pandemic due to the success of our direct mail campaigns, the primary marketing channel for acquiring new Today Card customers. We are following a specific growth plan to grow the product while monitoring customer responses and credit quality. Customer response to the Today Card has been strong, as we continue to see high response rates, high customer engagement, and positive customer satisfaction scores.

In January 2022, we collaborated with Central Pacific Bank ("CPB") to invest in the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Swell App includes several groundbreaking features to help customers automatically control their spending, tackle debt, and invest in exclusive private market opportunities with as little as $1 thousand. We will help CPB and Swell offer the Swell Credit line of credit product with APRs between 8% and 24%. Our current total investment carrying value in Swell, using equity method accounting, is $4.8 million and we have a non-controlling interest in Swell.

Our management assesses our financial performance and future strategic goals through key metrics based primarily on the following three themes:

•Revenue growth. Key metrics related to revenue growth that we monitor by product include the ending and average combined loan balances outstanding, the effective APR of our product loan portfolios, the total dollar value of loans originated, the number of new and former customer loans made, the ending number of customer loans outstanding and the related customer acquisition costs (“CAC”) associated with each new customer loan made. We include CAC as a key metric when analyzing revenue growth (rather than as a key metric within margin expansion).

•Stable credit quality. We work with our bank partners that originate loans on our platform to address the appropriate credit risk for the revenues earned. Our management team has extensive experience managing credit quality across loan portfolios. With the adoption of fair value for the loans receivable portfolio effective January 1, 2022, the credit quality metrics we monitor include net charge-offs as a percentage of revenues, change in fair value of loans receivable as a percentage of revenues, the percentage of past due combined loans receivable – principal and net principal charge-offs as a percentage of average combined loans receivable-principal. Prior to our adoption of fair value for the loans receivable portfolio effective January 1, 2022, our credit quality metrics also included the combined loan loss reserve as a percentage of outstanding combined loans and total provision for loan losses as a percentage of revenues. Under fair value accounting, a specific loan loss reserve is no longer required to be recognized as a credit loss estimate is a key assumption used in measuring fair value. See “—Non-GAAP Financial Measures” for further information.

•Margin expansion. We aim to manage our business to achieve a long-term operating margin of 20%. In periods of significant loan portfolio growth, our margins may become compressed due to the upfront costs associated with marketing. Prior to our adoption of fair value for the loans receivable portfolio, we incurred upfront credit provisioning expense associated with loan portfolio growth. When applying fair value accounting, estimated credit loss is a key assumption within the fair value assumptions used each quarter and specific loan loss allowance is no longer required to be recognized. Long term, we anticipate that our direct marketing costs primarily associated with new customer acquisitions will be approximately 10% of revenues and our operating expenses will decline to 20% of revenues. While our operating margins may exceed 20% in certain years, such as in 2020 when we incurred lower levels of direct marketing expense and materially lower credit losses due to a lack of customer demand for loans resulting from the effects of COVID-19, we do not expect our operating margin to increase beyond that level over the long term, as we intend to pass on any improvements over our targeted margins to our customers in the form of lower APRs. We believe this is a critical component of our responsible lending platform and over time will also help us continue to attract new customers and retain existing customers.

Going Concern

We assess our ability to continue as a going concern each reporting period for one year after the date the financial statements are issued. This assessment evaluates whether relevant conditions and events, in the aggregate, raise substantial doubt that we will meet future financial obligations as they become due within one year. In accordance with Accounting Standards Codification ("ASC") Subtopic 205-40: Presentation of Financial Statements - Going Concern, our initial evaluation does not consider potential mitigating effects of our management's plans unless they have been fully implemented as of the date the financial statements are issued.

As a result of the substantial inflationary pressures of the current macroeconomic environment, we are experiencing higher charge-offs and limiting loan portfolio growth, with both resulting in lower cash collections. We were in compliance with the terms of our debt agreements, as amended, as of September 30, 2022, however, the reduced collections and higher macroeconomic environment related charge-offs may result in non-compliance with debt agreements in future periods. If such non-compliance is not waived by our lenders, we are not able to obtain amendments or other relief, or we are otherwise unable to obtain new or alternate methods of financing on acceptable terms, such non-compliance can result in loss of ability to borrow under the facilities and/or events of default. Absent the actions below that our management is in the midst of executing, or has already executed, we concluded that the uncertainty surrounding our future non-compliance with our debt facilities, ability to negotiate some of our existing facilities, and maintain sufficient liquidity raises substantial doubt about our ability to continue as a going concern within one year of the issuance date of these financial statements.

Effective August 31, 2022, we have obtained amendments to our debt covenants to lower certain covenant thresholds through December 31, 2022. Furthermore, we obtained an additional $5.0 million in sub debt to improve liquidity. Our management is actively engaging with lenders to review and address debt covenant compliance and liquidity position beyond December 31, 2022 as we forecast the impacts of various scenarios associated with the current macroeconomic environment.

We have implemented measures to assist customers with their payments and additional verification procedures on new and returning originating customers. We have also taken aggressive measures to reduce costs for the foreseeable future by reducing operating expenses beginning in the third quarter of 2022. In addition, our management and the Board of Directors are conducting a strategic review process with the intention of maximizing shareholder value.

These steps have been taken, and others are under consideration, to help manage our liquidity and preserve capital. Although our management believes that the actions that have been implemented and the others that are planned will be sufficient to meet its liquidity needs for the 12 months from the issuance of these financial statements, substantial doubt about our ability to continue as a going concern exists as we cannot predict with certainty that these efforts will be successful or sufficient.

Strategic Review

On November 9, 2022, we announced that our Board of Directors, along with our management, had initiated a strategic review to consider other ways to achieve maximum shareholder value. There can be no assurances regarding the outcome or timing of the strategic review process.

Election of Fair Value Option

Prior to January 1, 2022, we carried our combined loans receivable portfolio at amortized cost, net of an allowance for estimated loan losses inherent in the combined loan portfolio. Effective January 1, 2022, we elected the fair value option to account for all our combined loan portfolio in conjunction with our early adoption of Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and the related amendments. We believe the election of the fair value option better reflects the value of our portfolio and its future economic performance, as well as more closely aligns with our decision-making processes that rely on unit economics, corresponding with the discounted cash flow methodologies utilized in fair value accounting. Refer to Note 1 in the Notes to the Condensed Consolidated Financial Statements included in this report for discussion of the election and its impact on our accounting policies.

In accordance with the transition guidance, on January 1, 2022, we released the allowance for loan losses and measured the combined loans receivable at fair value at adoption. The cumulative-effect adjustment, net of tax, was recognized collectively as a net increase of $98.6 million to opening Retained earnings. During the quarter ended September 30, 2022, we identified that the initial adjustment on January 1, 2022 was overstated by $1.9 million related to the loan premiums associated with certain loans within the loan portfolio resulting in a net cumulative-effect adjustment to retained earnings of $96.7 million.

In comparing our current period results under the fair value option to prior periods, it may be helpful to consider that loans receivable are carried at fair value with changes in fair value of loans receivable recorded in the Condensed Consolidated Statements of Operations. The fair value takes into consideration expected lifetime losses of the loans receivable, whereas the prior method incorporated only incurred losses recognized as an allowance for loan losses. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. See “—Non-GAAP Financial Measures” for further information.

Macroeconomic Factors

During the second quarter of 2022, the broader market environment that had persisted since the second half of 2021 began to soften. The substantial inflation pressures that our economy continues to face have resulted in many challenges, most notably in the form of rising interest rates, softening of consumer demand, and increased labor costs. With the Federal Reserve prioritizing its mandate of price stability, it continues to take actions to reduce and stabilize inflation, increasing the potential recessionary risks posted by such actions. The inflation rate continues to be historically high, with the second quarter inflation rate at the highest in four decades. Our operations have been, and may continue to be adversely impacted by inflation, primarily from higher financing costs. Additionally, inflation has, and may continue to impact our customers' demand for additional debt and their ability to pay back their existing loans, impacting our revenue and charge-off rate.

Although the current macroeconomic environment may have a significant adverse impact on our business, and while uncertainty exists, we continue to take appropriate actions to operate effectively through the present economic environment and expect to have a more cautious approach to portfolio growth through the remainder of 2022. In addition, during the third quarter of 2022, we implemented a cost reduction plan, including furloughing approximately 25% of our workforce, to lower compensation and professional service expense to mitigate the reduced revenue and higher credit losses resulting from the current macroeconomic environment.

Impact of COVID-19

In 2020, we experienced a significant decline in the loan portfolio due to a lack of customer demand for loans resulting from the effects of COVID-19 and related government stimulus programs. These impacts resulted in a lower level of direct marketing expense and materially lower credit losses during 2020 and continuing into early 2021. Beginning in the second quarter of 2021, we experienced a return of demand for the loan products that we, and the bank originators we support, offer, resulting in significant growth in the loan portfolio from that point. This significant loan portfolio growth resulted in compressed margins in 2021 due to the upfront costs associated with marketing and credit provisioning expense related to growing and “rebuilding” the loan portfolio from the impacts of COVID-19.

We implemented a hybrid remote environment where employees may choose to work primarily from the office or from home and gather collectively in the office on a limited basis. We sought to ensure our employees feel secure in their jobs, have flexibility in their work location and have the resources they need to stay safe and healthy. As a 100% online lending solutions provider, our technology and underwriting platform has continued to serve our customers and the bank originators that we support without any material interruption in services.

We continue to monitor the sustained impacts of COVID-19 on our business, loan portfolio, customers and employees, and while uncertainty still exists, we believe we are well-positioned to operate effectively through any future impacts associated with COVID-19.

KEY FINANCIAL AND OPERATING METRICS

As discussed above, we regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and in making strategic decisions.

Certain of our metrics are non-GAAP financial measures. We believe that such metrics are useful in period-to-period comparisons of our core business. However, non-GAAP financial measures are not an alternative to any measure of financial performance calculated and presented in accordance with US GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to US GAAP.

Revenues


	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
Revenue metrics (dollars in thousands, except as noted)	2022			2021			2022			2021
Revenues	$	125,617		$	112,835		$	367,467		$	287,108
Period-over-period change in revenue	11		%	20		%	28		%	(23)		%
Ending combined loans receivable – principal(1)	$	545,818		$	512,870		$	545,818		$	512,870
Average combined loans receivable – principal(1)(2)	$	541,128		$	459,949		$	529,085		$	398,566
Total combined loans originated – principal	$	248,846		$	311,985		$	699,484		$	655,959
Average customer loan balance(3)	$	2,134		$	1,918		$	2,134		$	1,918
Number of new customer loans	28,182			69,682			73,195			122,558
Ending number of combined loans outstanding	255,740			267,434			255,740			267,434
Customer acquisition costs	$	230		$	221		$	281		$	248
Effective APR of combined loan portfolio	91		%	96		%	92		%	95		%

_________

(1)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, / Loans receivable at fair value, the most directly comparable financial measures calculated in accordance with US GAAP.

(2)Average combined loans receivable – principal is calculated using an average of daily Combined loans receivable – principal balances.

(3)Average customer loan balance is an average of all three products and is calculated for each product by dividing the ending Combined loans receivable – principal by the number of loans outstanding at period end.

Revenues. Our revenues are composed of Rise finance charges, Rise CSO fees (which are fees we received from customers who obtained a loan through the CSO program for the credit services, including the loan guaranty, we provided), revenues earned on the Elastic line of credit, and finance charges and fee revenues from the Today Card credit card product. See “—Components of our Results of Operations—Revenues.”

Ending and average combined loans receivable – principal. We calculate the average combined loans receivable – principal by taking a simple daily average of the ending combined loans receivable – principal for each period. Key metrics that drive the ending and average combined loans receivable – principal include the amount of loans originated in a period and the average customer loan balance. All loan balance metrics include only the 90% participation in the related Elastic line of credit advances (we exclude the 10% held by Republic Bank), the 96% participation in FinWise Bank originated Rise installment loans, the 95% participation in CCB originated Rise installment loans and the 95% participation in the CCB originated Today Card credit card receivables, but include the full loan balances on CSO loans, which are not presented on our Condensed Consolidated Balance Sheets.

Total combined loans originated – principal. The amount of loans originated in a period is driven primarily by loans to new customers as well as new loans to prior customers, including refinancing of existing loans to customers in good standing.

Average customer loan balance and effective APR of combined loan portfolio. The average loan amount and its related APR are based on the product and the underlying credit quality of the customer. Generally, better credit quality customers are offered higher loan amounts at lower APRs. Additionally, new customers have more potential risk of loss than prior or existing customers due to lack of payment history and the potential for fraud. As a result, newer customers typically will have lower loan amounts and higher APRs to compensate for that additional risk of loss. The effective APR is calculated based on the actual amount of finance charges generated from a customer loan divided by the average outstanding balance for the loan and can be lower than the stated APR on the loan due to waived finance charges and other reasons. For example, a Rise customer may receive a $2,000 installment loan with a term of 24 months and a stated rate of 130%. In this example, the customer’s monthly installment loan payment would be $236.72. As the customer can prepay the loan balance at any time with no additional fees or early payment penalty, the customer pays the loan in full in month eight. The customer’s loan earns interest of $1,657.39 over the eight-month period and has an average outstanding balance of $1,912.37. The effective APR for this loan is 130% over the eight-month period calculated as follows:

($1,657.39 interest earned / $1,912.37 average balance outstanding) x 12 months per year = 130%

8 months

In addition, as an example for Elastic, if a customer makes a $2,500 draw on the customer’s line of credit and this draw required bi-weekly minimum payments of 5% (equivalent to 20 bi-weekly payments), and if all minimum payments are made, the draw would earn finance charges of $1,125. The effective APR for the line of credit in this example is 107% over the payment period and is calculated as follows:

($1,125.00 fees earned / $1,369.05 average balance outstanding) x 26 bi-weekly periods per year = 107%

20 payments

The actual total revenue we realize on a loan portfolio is also impacted by the amount of prepayments and charged-off customer loans in the portfolio. For a single loan, on average, we typically expect to realize approximately 60% of the revenues that we would otherwise realize if the loan were to fully amortize at the stated APR. From the Rise example above, if we waived $350 of interest for this customer, the effective APR for this loan would decrease to 103%. From the Elastic example above, if we waived $125 of fees for this customer, the effective APR for this loan would decrease to 95%.

Number of new customer loans. We define a new customer loan as the first loan or advance made to a customer for each of our products (so a customer receiving a Rise installment loan and then at a later date taking their first cash advance on an Elastic line of credit would be counted twice). The number of new customer loans is subject to seasonal fluctuations. New customer acquisition is typically slowest during the first six months of each calendar year, primarily in the first quarter, compared to the latter half of the year, as our existing and prospective customers usually receive tax refunds during this period and, thus, have less of a need for loans from us. Further, many customers will use their tax refunds to prepay all or a portion of their loan balance during this period, so our overall loan portfolio typically decreases during the first quarter of the calendar year. Overall loan portfolio growth and the number of new customer loans tends to accelerate during the summer months (typically June and July), at the beginning of the school year (typically late August to early September) and during the winter holidays (typically late November to early December).

Customer acquisition costs. A key expense metric we monitor related to loan growth is our CAC. This metric is the amount of direct marketing costs incurred during a period divided by the number of new customer loans originated during that same period. New loans to former customers are not included in our calculation of CAC (except to the extent they receive a loan through a different product) as we believe we incur no material direct marketing costs to make additional loans to a prior customer through the same product.

The following tables summarize the changes in customer loans by product for the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30, 2022
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	115,082		103,607		36,410		255,099
New customer loans originated	18,935		4,406		4,841		28,182
Former customer loans originated	16,848		228		—		17,076
Attrition	(34,491)		(7,187)		(2,939)		(44,617)
Ending number of combined loans outstanding	116,374		101,054		38,312		255,740
Customer acquisition cost (in dollars)	$	285	$	147	$	90	$	230
Average customer loan balance (in dollars)	$	2,523	$	1,957	$	1,422	$	2,134


	Three Months Ended September 30, 2021
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	108,784		92,278		17,481		218,543
New customer loans originated	41,010		18,937		9,735		69,682
Former customer loans originated	18,295		154		—		18,449
Attrition	(35,391)		(3,870)		21		(39,240)
Ending number of combined loans outstanding	132,698		107,499		27,237		267,434
Customer acquisition cost (in dollars)	$	268	$	206	$	52	$	221
Average customer loan balance (in dollars)	$	2,194	$	1,744	$	1,254	$	1,918


	Nine Months Ended September 30, 2022
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	134,414		110,628		35,464		280,506
New customer loans originated	46,711		15,107		11,377		73,195
Former customer loans originated	49,584		555		—		50,139
Attrition	(114,335)		(25,236)		(8,529)		(148,100)
Ending number of combined loans outstanding	116,374		101,054		38,312		255,740
Customer acquisition cost	$	304	$	346	$	97	$	281


	Nine Months Ended September 30, 2021
	Rise		Elastic		Today
	(Installment Loans)		(Lines of Credit)		(Credit Card)		Total
Beginning number of combined loans outstanding	103,940		100,105		10,803		214,848
New customer loans originated	77,370		28,128		17,060		122,558
Former customer loans originated	46,060		380		—		46,440
Attrition	(94,672)		(21,114)		(626)		(116,412)
Ending number of combined loans outstanding	132,698		107,499		27,237		267,434
Customer acquisition cost	$	284	$	261	$	60	$	248

Recent trends. Our revenues for the three months ended September 30, 2022 totaled $125.6 million, an increase of 11% versus the three months ended September 30, 2021. Similarly, our revenues for the nine months ended September 30, 2022 totaled $367.5 million, up 28% versus the prior year. The increase in quarterly and year-to-date revenue is due to higher average combined loans receivable-principal as we saw growth in all of our products in the third quarter of 2022 as compared the prior year period. Rise, Elastic, and the Today products experienced year-over-year growth in revenues for the nine months ended September 30, 2022 of 23%, 28%, and 174%, respectively, which were due to the increased year-over-year average loan balances, as we focused on growing the portfolios beginning in the second half of 2021. The Today Card also benefits from the nature of the product, which provides an added convenience of having a credit card for online purchases of day-to-day items such as groceries or clothing (whereas the primary usage of a Rise installment loan or Elastic line of credit is for emergency financial needs such as a medical deductible or automobile repair).

We and the bank originators experienced a decrease in new customers during the third quarter of 2022 versus the prior year period as a result of our more cautious approach to growth based on recent performance and our expectation of the impact of inflation on our customers. However, all three of our products experienced an increase in principal loan balances in the third quarter of 2022 compared to a year ago. Rise and Elastic principal loan balances at September 30, 2022 totaled $293.6 million and $197.8 million, respectively, up roughly $2.4 million and $10.2 million, respectively, from a year ago. Today Card principal loan balances at September 30, 2022 totaled $54.5 million, up $20.3 million from a year ago.

Our CAC was higher in the third quarter of 2022 at $230 as compared to the third quarter of 2021 at $221 but below our targeted range of $250-$300. The new customer loan volume is being sourced from all our marketing channels including direct mail, digital and our strategic partners channel, where we have improved our technology and risk capabilities to interface with the strategic partners via our application programming interface (APIs) developed within our new technology platform ("Blueprint"). Blueprint will allow us to more efficiently acquire new customers within our targeted CAC range. We believe our CAC in future quarters, and on an annual basis, will be within our target range of $250 to $300 as we continue to take a more cautious approach to growth during the remainder of the year and monitor the macroeconomic environment closely. Long term, we expect to achieve our target range of $250 to $300 as we optimize the efficiency of our marketing channels and continue to grow the Today Card which successfully generates new customers at a sub-$100 CAC.

Credit quality


	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
Credit quality metrics (dollars in thousands), after adoption of fair value	2022			2021 (Pro-forma)(6)			2022			2021 (Pro-forma)(6)
Net charge-offs(1)	$	73,607		$	39,015		$	215,476		$	95,968
Net change in fair value(1)(6)	(1,296)			1,620			2,450			(69)
Total change in fair value of loans receivable (6)	$	72,311		$	40,635		$	217,926		$	95,899

Net charge-offs as a percentage of revenues (1)	59		%	35		%	59		%	33		%
Total change in fair value of loans receivable as a percentage of revenues(6)	58		%	36		%	59		%	33		%
Percentage past due	11		%	9		%	11		%	9		%
Fair value premium(6)	10		%	9		%	10		%	9		%


	As of and for the three months ended September 30,			As of and for the nine months ended September 30,
Credit quality metrics (dollars in thousands), before adoption of fair value	2021			2021
Net charge-offs(2)	$	39,015		$	95,968
Additional provision for loan losses(2)	15,888			7,130
Provision for loan losses	$	54,903		$	103,098

Net charge-offs as a percentage of revenues(2)	35		%	33		%
Total provision for loan losses as a percentage of revenues	49		%	36		%
Percentage past due	9		%	9		%
Combined loan loss reserve(4)	$	56,209		$	56,209
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	11		%	11		%

_________

(1)Net charge-offs and net change in fair value of loans receivable are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Net change in fair value reflects the adjustment recognized related to the change in the fair value mark during the reported period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Change in fair value of loans receivable, the most directly comparable financial measure calculated in accordance with US GAAP.

(2)Net charge-offs and additional provision for loan losses are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days past due (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Provision for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to Loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.

(4)Combined loan loss reserve is defined as the loan loss reserve for loans originated and owned by us and consolidated VIEs plus the loan loss reserve for loans owned by third-party lenders and guaranteed by us. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loan loss reserve to Allowance for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.

(5)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

(6)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.


Net principal charge-offs as a percentage of average combined loans receivable - principal (1)(2)(3)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2022	11%	10%	11%	N/A
2021	6%	5%	6%	10%
2020	11%	10%	4%	5%

_________

(1)Net principal charge-offs is comprised of gross principal charge-offs less recoveries.

(2)Average combined loans receivable - principal is calculated using an average of daily Combined loans receivable - principal balances during each quarter.

(3)Combined loans receivable is defined as loans owned by us and consolidated VIEs plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to the most directly comparable financial measure calculated in accordance with US GAAP.

Net principal charge-offs as a percentage of average combined loans receivable-principal for the third quarter of 2022 is higher than the third quarter of 2021, but consistent with this credit metric both before and after the impact of the COVID-19 pandemic. The above chart depicts the historically low charge-off metrics from the third quarter of 2020 through the third quarter of 2021, due to COVID-19 pandemic impacts such as a lack of new customer demand, our implementation of payment assistance tools, and government stimulus payments received by our customers. Beginning in the fourth quarter of 2021, net principal charge-offs as a percentage of average combined loans receivable-principal have returned to the levels consistent with 2019 due to the increased volume of new customers being originated.

Upon adoption of fair value for the combined loans receivable portfolio on January 1, 2022, in reviewing the credit quality of our loan portfolio, we break out our total change in fair value in loans receivable that is presented on our Condensed Combined Statement of Operations under US GAAP into two separate items—net charge-offs and net change in fair value. Net charge-offs are indicative of the credit quality of our underlying portfolio, while net change in fair value is subject to more fluctuation based on loan portfolio growth and changes in assumptions used in the fair value methodology. The net change in fair value is the change in the reporting period between the current period fair value mark as compared to the beginning of period fair value mark. With all other assumptions held flat and a fair value premium associated with the combined loan portfolio, we would expect the net change in fair value to be positive in periods of growth in the loan portfolio and expect the net change in fair value to be negative in periods of attrition in the loan portfolio.

Net charge-offs. Net charge-offs comprise gross charge-offs offset by recoveries on prior charge-offs. Gross charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due (Rise and Elastic) or 120 days (Today Card), or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud. Any payments received on loans that have been charged off are recorded as recoveries and reduce the total amount of gross charge-offs. Recoveries are typically less than 10% of the amount charged off, and thus, we do not view recoveries as a key credit quality metric.

Net charge-offs as a percentage of revenues can vary based on several factors, such as whether or not we experience significant growth or lower the APR of our products. Additionally, although a more seasoned portfolio will typically result in lower net charge-offs as a percentage of revenues, we do not intend to drive down this ratio significantly below our historical ratios and would instead seek to offer our existing products to a broader new customer base to drive additional revenues.

Net charge-offs as a percentage of average combined loans receivable-principal allow us to determine credit quality and evaluate loss experience trends across our loan portfolio.

Net change in fair value. Beginning January 1, 2022, we utilize the fair value option on the combined loans receivable portfolio. As such, loans receivables are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans is a consideration in the credit loss assumption used in the fair value assumptions as a significant increase in the percentage of past due loans may indicate a future increase in credit loss in the portfolio. As such, changes in credit quality, amongst other significant assumptions, typically have a more significant impact on the carrying value of the combined loans receivable portfolio under the fair value option. Future cash flows are discounted using a rate of return that we believe a market participant would require. Accrued and unpaid interest and fees are included in Loans receivable at fair value in the Condensed Consolidated Balance Sheets.

Additional provision for loan losses. For financial data prior to January 1, 2022, in reviewing the credit quality of our loan portfolio, we broke out our total provision for loan losses that was presented on our statement of operations under US GAAP into two separate items—net charge-offs (as discussed above) and additional provision for loan losses. The additional provision for loan losses is the amount needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss reserve methodology.

Additional provision for loan losses relates to an increase in inherent losses in the loan portfolio as determined by our loan loss reserve methodology. This increase could be due to a combination of factors such as an increase in the size of the loan portfolio or a worsening of credit quality or increase in past due loans. It is also possible for the additional provision for loan losses for a period to be a negative amount, which would reduce the amount of the combined loan loss reserve needed (due to a decrease in the loan portfolio or improvement in credit quality). The amount of additional provision for loan losses is seasonal in nature, mirroring the seasonality of our new customer acquisition and overall loan portfolio growth, as discussed above. The combined loan loss reserve typically decreased during the first quarter or first half of the calendar year due to a decrease in the loan portfolio from year end. Then, as the rate of growth for the loan portfolio started to increase during the second half of the year, additional provision for loan losses was typically needed to increase the reserve for losses associated with the loan growth. Because of this, our provision for loan losses varied significantly throughout the year without a significant change in the credit quality of our portfolio.

Loan loss reserve methodology prior to January 1, 2022. Our loan loss reserve methodology was calculated separately for each product and, in the case of Rise loans originated under the state lending model (including CSO program loans), was calculated separately based on the state in which each customer resides to account for varying state license requirements that affect the amount of the loan offered, repayment terms and other factors. For each product, loss factors were calculated based on the delinquency status of customer loan balances: current, 1 to 30 days past due, 31 to 60 days past due or 61-120 past due (for Today Card only). These loss factors for loans in each delinquency status were based on average historical loss rates by product (or state) associated with each of these three delinquency categories.

Recent trends. Total change in fair value of loans receivable for the three and nine months ended September 30, 2022 were 58% and 59% of revenue, compared to the pro-forma three and nine months ended September 30, 2021 of 36% and 33%, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Net charge-offs as a percentage of revenues for both the three and nine months ended September 30, 2022 were 59%, compared to 35% and 33%, respectively, in the prior year periods. The increase in net charge-offs as a percentage of revenues is due to continued inflationary pressures that have impacted our customers' ability to repay their loans, as well as the growth in the loan portfolio during the second half of 2021 and associated seasoning, which included a higher mix of new customers that carry a higher overall loss rate. In the near term, we expect our portfolio to perform above our targeted range of 45% to 55% based on the current macroeconomic factors being observed in the economy. We continue to monitor the portfolio and will adjust our underwriting and credit policies to mitigate any potential negative impacts as needed. Long term, we would expect to see the portfolio return to our targeted range of 45-55% of revenue.

Past due loan balances at September 30, 2022 were 11% of total combined loans receivable-principal, up from 9% from a year ago, due to the seasoning of the 2021 vintage and portfolio customers impacted by the continued inflationary pressures, which is consistent with our historical past due percentages prior to the pandemic. We, and the bank originators we support, continue to offer payment flexibility programs, if certain qualifications are met, to assist borrowers during the current economic environment. The population of customers utilizing the payment flexibility programs has remained stable, and we continue to see that most customers are meeting their scheduled payments once they exit the payment flexibility program.

Net change in fair value as a percentage of revenue was (1)% and 1% for the three months ended September 30, 2022 and pro-forma September 30, 2021, respectively, and 1% and —% for the nine months ended September 30, 2022 and pro-forma September 30, 2021, respectively (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was fairly consistent year-over-year at 10% at September 30, 2022 compared to 9% at September 30, 2021. The key assumptions used in the fair value estimate at September 30, 2022 are as follows:


	September 30, 2022
Credit loss rate	18	%
Prepayment rate	28	%
Discount rate	21	%

Total loan loss provision for the three and nine months ended September 30, 2021, prior to the adoption of fair value, were 49% and 36% of revenues, respectively, which were within and below our targeted range of approximately 45% to 55%. Net charge-offs as a percentage of revenues for the three and nine months ended September 30, 2021 were 35% and 33%, respectively, due to reduced demand and limited loan origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans.

The combined loan loss reserve as a percentage of combined loans receivable totaled 11% as of September 30, 2021. The lower historical combined loan loss reserve rate reflects the strong credit performance of the portfolio at September 30, 2021 due to the mature nature of the portfolio resulting from limited new loan origination activity in 2020 and early 2021.

We also look at Rise and Elastic principal loan charge-offs (including both credit and fraud losses) by loan vintage as a percentage of combined loans originated-principal. As the below table shows, our cumulative principal loan charge-offs for Rise and Elastic through September 30, 2022 for each annual vintage since the 2013 vintage are generally under 30% and continue to generally trend at or slightly below our 20% to 25% long-term targeted range. Our payment deferral programs and monetary stimulus programs provided by the US government in response to the COVID-19 pandemic have also assisted in reducing losses in our 2019 and 2020 vintages coupled with a lower volume of new loan originations in our 2020 vintage. We would expect the 2021 vintage to be at or near 2018 levels given the increased volume of new customer loans originated during the second half of 2021. While still early, our 2022 vintage is impacted by the continued inflationary pressures on all customer types. It is also possible that the cumulative loss rates on all vintages will increase and may exceed our recent historical cumulative loss experience due to the economic impact of the current inflationary environment.

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_________

(1)The 2021 and 2022 vintages are not yet fully mature from a loss perspective.

(2)UK included in the 2013 to 2017 vintages only.

We also look at Today Card principal loan charge-offs (including both credit and fraud losses) by account vintage as a percentage of account principal originations. As the below table shows, our cumulative principal credit card charge-offs through September 30, 2022 for the 2020 annual vintage is between 8% and 9%. As expected, the 2021 account vintage is experiencing losses higher than the 2020 account vintage due to the volume of new customers originated in the second half of 2021 and the performance of certain segments upon the release of the credit model during 2021. The Today Card requires accounts to be charged off that are more than 120 days past due which results in a longer maturity period for the cumulative loss curve related to this portfolio. Therefore, the 2022 vintage is not mature enough for analysis. Our 2018 and 2019 vintages are considered to be test vintages and were comprised of limited originations volume and not reflective of our current underwriting standards.

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Margins


	Three Months Ended September 30,						Nine Months Ended September 30,
Margin metrics (dollars in thousands)	2022			2021			2022			2021
Revenues	$	125,617		$	112,835		$	367,467		$	287,108
Net charge-offs(1)	(73,607)			(39,015)			(215,476)			(95,968)
Net change in fair value(1)	1,296			—			(2,450)			—
Additional provision for loan losses(1)	—			(15,888)			—			(7,130)
Direct marketing costs	(6,478)			(15,406)			(20,532)			(30,353)
Other cost of sales	(2,968)			(4,766)			(9,013)			(9,718)
Gross profit	43,860			37,760			119,996			143,939
Operating expenses	(35,020)			(40,866)			(113,166)			(117,066)
Operating income (loss)	$	8,840		$	(3,106)		$	6,830		$	26,873
As a percentage of revenues:
Net charge-offs	59		%	35		%	59		%	33		%
Net change in fair value	(1)			—			1			—
Additional provision for loan losses	—			14			—			2
Direct marketing costs	5			14			6			11
Other cost of sales	2			4			2			3
Gross margin	35			33			33			50
Operating expenses	28			36			31			41
Operating margin	7		%	(3)		%	2		%	9		%

_________

(1)Non-GAAP measure. See “—Non-GAAP Financial Measures—Net charge-offs and Net change in fair value” and “—Non-GAAP Financial Measures—Net charge-offs and additional provision for loan losses.”

Gross margin is calculated as revenues minus cost of sales, or gross profit, expressed as a percentage of revenues, and operating margin is calculated as operating income expressed as a percentage of revenues. Due to the negative impact of COVID-19 and the current economic environment on our loan balances and revenue, we are monitoring our profit margins closely. Long term, we intend to continue to manage the business to a targeted 20% operating margin.

Recent operating margin trends. For the three months ended September 30, 2022, our operating margin was 7%, which was an increase from (3)% in the prior year period, as originally reported, and a decrease from 10% on a pro-forma basis considering the pro-forma adoption of fair value at the beginning of 2021 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). For the nine months ended September 30, 2022, our operating margin was 2%, which was a decrease from 9% in the prior year period, and 12% on a pro-forma basis considering the pro-forma adoption of fair value at the beginning of 2021 (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The year-over-year margin decreases we are experiencing in 2022 are primarily driven by the continued inflationary pressures as well as increased net charge-offs in 2022 due to a higher volume of new customers originated in the loan portfolio during the second half of 2021 and associated seasoning. As the portfolio matures and we manage the mix of new and returning customers to the portfolio over the long term, we expect to see our net charge-offs as a percentage of revenue return to our target range of 45-55% and would expect our gross margin to normalize in future periods with our past historical performance. In the short term, we expect our expense metrics to remain above our target of 20% of revenue as we take a more cautious approach in executing our growth strategy over the remainder of the year, but have implemented our operating expense reduction plan to mitigate the reduced revenue and higher credit losses resulting from the current macroeconomic environment. In the long term, as we grow the loan portfolio while actively managing our operating expenses, we expect to see our operating expense metrics return to approximately 20% of revenue.

NON-GAAP FINANCIAL MEASURES

We believe that the inclusion of the following non-GAAP financial measures in this Quarterly Report on Form 10-Q can provide a useful measure for period-to-period comparisons of our core business, provide transparency and useful information to investors and others in understanding and evaluating our operating results, and enable investors to better compare our operating performance with the operating performance of our competitors. Management uses these non-GAAP financial measures frequently in its decision-making because they provide supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and give an additional indication of our core operating performance. However, non-GAAP financial measures are not a measure calculated in accordance with US generally accepted accounting principles, or US GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with US GAAP. Other companies may calculate these non-GAAP financial measures differently than we do.

Adjusted Earnings (Loss)

Adjusted earnings (loss) for the three and nine months ended September 30, 2022 and 2021 represent our net loss from continuing operations adjusted to exclude the impact of:

•Valuation allowance on deferred tax asset; and

•Uncertain tax position

Adjusted diluted earnings (loss) per share is Adjusted earnings (loss) divided by Diluted weighted average shares outstanding.

The following table presents a reconciliation of net loss and diluted earnings (loss) per share to Adjusted earnings (loss) and Adjusted diluted earnings (loss) per share, which excludes the impact of the valuation allowance and uncertain tax position for each of the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands except per share amounts)	2022		2021		2022		2021
Net loss	$	(15,034)	$	(11,005)	$	(35,502)	$	(1,334)
Impact of uncertain tax position	—		1,582		—		1,582
Impact of valuation allowance on deferred tax asset, net	9,940		—		9,940		—

Adjusted earnings (loss)	$	(5,094)	$	(9,423)	$	(25,562)	$	248

Diluted loss per share	$	(0.48)	$	(0.33)	$	(1.14)	$	(0.04)
Impact of uncertain tax position	—		0.05		—		0.05
Impact of valuation allowance on deferred tax asset net	0.32		—		0.32		—

Adjusted diluted earnings (loss) per share	$	(0.16)	$	(0.28)	$	(0.82)	$	0.01

Diluted weighted average shares outstanding	31,068,846		33,786,968		31,237,730		34,841,624
Effect of potentially dilutive shares outstanding(1)	—		—		—		632,631
Adjusted diluted weighted average shares outstanding	31,068,846		33,786,968		31,237,730		35,474,255

_________

(1)Represents potentially dilutive shares that had not been included in the Company's nine months ended September 30, 2021 diluted weighted average shares outstanding as the Company is in a net loss position under U.S. GAAP. Including those shares would have been anti-dilutive when in a net loss position.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents our net loss adjusted to exclude:

•Net interest expense primarily associated with notes payable under the debt facilities used to fund the loan portfolios;

•Share-based compensation;

•Depreciation and amortization expense on fixed assets and intangible assets;

•Gains or losses from an equity method investment;

•Settlement related to a legal matter or gains and losses from dispositions included in non-operating income; and

•Income taxes.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful supplemental measures to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with US GAAP. Our use of Adjusted EBITDA and Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect expected cash capital expenditure requirements for such replacements or for new capital assets;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

•Adjusted EBITDA does not reflect interest associated with notes payable used for funding the loan portfolios, for other corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021
Net loss	$	(15,034)		$	(11,005)		$	(35,502)		$	(1,334)
Adjustments:
Net interest expense	13,655			9,544			37,951			26,897
Share-based compensation	1,238			1,559			5,176			4,948
Depreciation and amortization	4,520			4,544			13,001			14,339
Equity method investment loss	358			—			1,070			—
Non-operating income (loss)	—			198			(1,747)			(519)
Income tax expense (benefit)	9,861			(1,843)			5,058			1,829
Adjusted EBITDA	$	14,598		$	2,997		$	25,007		$	46,160

Adjusted EBITDA margin	11.6		%	2.7		%	6.8		%	16.1		%

Unaudited pro-forma condensed consolidated financial information

The following unaudited pro-forma condensed consolidated statement of operations information reflects the adoption of ASU 2016-13 as of January 1, 2021. Management has made significant estimates and assumptions in its determination of the pro-forma accounting adjustments based on certain currently available information and certain assumptions and methodologies that we believe are reasonable and consistent with US GAAP. Management believes the pro-forma financial information is a useful supplemental measure to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.


	Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021
(Dollars in thousands except per share amounts)	As reported			Fair value adjustments		Pro-forma financial information			As reported			Fair value adjustments		Pro-forma financial information
Revenues	$	112,835		$	—	$	112,835		$	287,108		$	—	$	287,108
Cost of sales:
Provision for loan losses	54,903			(54,903)		—			103,098			(103,098)		—
Change in fair value of loans receivable	—			40,635		40,635			—			95,899		95,899
Direct marketing and other costs of sales	20,172			—		20,172			40,071			—		40,071
Total costs of sales	75,075			(14,268)		60,807			143,169			(7,199)		135,970
Gross profit	37,760			14,268		52,028			143,939			7,199		151,138
Total operating expenses	40,866			—		40,866			117,066			—		117,066
Operating income (loss)	(3,106)			14,268		11,162			26,873			7,199		34,072

Total other expense	(9,742)			—		(9,742)			(26,378)			—		(26,378)
Income (loss) before taxes	(12,848)			14,268		1,420			495			7,199		7,694
Income tax expense (benefit)	(1,843)			3,053		1,210			1,829			1,335		3,164
Net income (loss)	$	(11,005)		$	11,215	$	210		$	(1,334)		$	5,864	$	4,530

Basic earnings (loss) per share	$	(0.33)		$	0.34	$	0.01		$	(0.04)		$	0.17	$	0.13
Diluted earnings (loss) per share	$	(0.33)		$	0.34	$	0.01		$	(0.04)		$	0.17	$	0.13

Basic weighted average shares outstanding	33,786,968			—		33,786,968			34,841,624			—		34,841,624
Diluted weighted average shares outstanding (1)	33,786,968			545,509		34,332,477			34,841,624			632,631		35,474,255

Adjusted EBITDA	$	2,997		$	14,268	$	17,265		$	46,160		$	7,199	$	53,359
Adjusted EBITDA margin	2.7		%			15.3		%	16.1		%			18.6		%

_________

(1)Represents potentially dilutive shares that were anti-dilutive in the Company's three and nine months ended September 30, 2021 diluted weighted average shares outstanding as the Company was in a net loss position. The pro-forma adjustments result in net income for the periods and therefore result in inclusion of the anti-dilutive shares.

Free cash flow

Free cash flow (“FCF”) represents our net cash provided by operating activities, adjusted to include:

•Net charge-offs – combined principal loans; and

•Capital expenditures.

The following table presents a reconciliation of net cash provided by operating activities to FCF for each of the periods indicated:


	Nine Months Ended September 30,
(Dollars in thousands)	2022		2021

Net cash provided by operating activities(1)	$	117,525	$	111,566
Adjustments:
Net charge-offs – combined principal loans	(167,544)		(70,636)
Capital expenditures	(16,371)		(11,903)
FCF(2)	$	(66,390)	$	29,027

_________

(1)Net cash provided by operating activities includes net charge-offs – combined finance charges.

(2)FCF includes approximately $37 million in cash payments associated with legal settlements for the nine months ended September 30, 2022.

Net charge-offs and net change in fair value

We break out our total change in fair value into two separate items—first, the amount related to net charge-offs, and second, the net change in fair value needed to adjust the current period fair value mark from the fair value mark from the beginning of the reporting period. We believe this presentation provides more detail related to the components of our total change in fair value when analyzing the gross margin of our business.

Net change in fair value. The net change in fair value is the change in the reporting period between the current period fair value mark as compared to the beginning of period fair value mark. With all other assumptions held flat and fair value premium associated with the combined loan portfolio, we would expect the net change in fair value to be positive in periods of growth in the loan portfolio and expect the net change in fair value to be negative in periods of attrition in the loan portfolio.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021 (pro-forma)(1)		2022		2021 (pro-forma)(1)

Net charge-offs	$	73,607	$	39,015	$	215,476	$	95,968
Net change in fair value	(1,296)		1,620		2,450		(69)
Total change in fair value of loans receivable	$	72,311	$	40,635	$	217,926	$	95,899

_________

(1)We have provided pro-forma information reflecting the adoption of fair value in the 2021 financial period to provide comparability to the 2022 financial period. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP. The pro-forma fair value adjustments reflect fair value methodology acceptable with US GAAP.

Net charge-offs and additional provision for loan losses

Prior to the adoption of the fair value option, we also broke out our total provision for loan losses. Just like our presentation of our total change in fair value, we first presented the net charge-offs. We then presented the additional provision for loan losses needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss provision methodology. We believed this presentation provided more detail related to the components of our total provision for loan losses when analyzing the gross margin of our business.

Additional provision for loan losses. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology.


	Three Months Ended September 30,		Nine Months Ended September 30,
(Dollars in thousands)	2021		2021

Net charge-offs	$	39,015	$	95,968
Additional provision for loan losses	15,888		7,130
Provision for loan losses	$	54,903	$	103,098

Combined loan information

The information presented in the tables below on a combined basis are non-GAAP measures based on a combined portfolio of loans, which includes the total amount of outstanding loans receivable that we own and that are on our balance sheets plus outstanding loans receivable originated and owned by third parties that we guarantee pursuant to CSO programs in which we participated. There were no new loan originations in 2021 under our CSO programs, but we continued to have obligations as the CSO until the wind-down of this portfolio was completed in the third quarter of 2021. See “—Basis of Presentation and Critical Accounting Policies—Allowance and liability for estimated losses on consumer loans.”

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the combined loan portfolio on an aggregate basis. We also believe that the comparison of the combined amounts from period to period is more meaningful than comparing only the amounts reflected on our balance sheet since both revenues and cost of sales as reflected in our financial statements are impacted by the aggregate amount of loans we own and those CSO loans we guaranteed.

Our use of total combined loans and fees receivable has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:

•Rise CSO loans were originated and owned by a third-party lender; and

•Rise CSO loans were funded by a third-party lender and were not part of the VPC Facility.

As of each of the period ends indicated, the following table presents a reconciliation of:

•Loans receivable, net and at fair value, Company owned (which reconciles to our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q);

•Loans receivable, net, guaranteed by the Company (as disclosed in Note 4 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q);

•Combined loans receivable (which we use as a non-GAAP measure); and

•Combined loan loss reserve (which we use as a non-GAAP measure).


	2021						2022
(Dollars in thousands)	September 30			December 31			March 31			June 30			September 30
Company Owned Loans:
Loans receivable – principal, current, company owned	$	466,140		$	501,552		$	457,259		$	477,721		$	486,242
Loans receivable – principal, past due, company owned	46,730			57,207			54,060			54,712			59,576
Loans receivable – principal, total, company owned	512,870			558,759			511,319			532,433			545,818
Loans receivable – finance charges, company owned	22,960			23,602			22,991			23,079			23,214
Loans receivable – company owned	535,830			582,361			534,310			555,512			569,032
Allowance for loan losses on loans receivable, company owned(5)	(56,209)			(71,204)			—			—			—
Fair value adjustment, loans receivable- principal(7)	—			—			49,844			53,438			52,280
Loans receivable, net, company owned / Loans receivable at fair value	$	479,621		$	511,157		$	584,154		$	608,950		$	621,312
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	—		$	—		$	—		$	—		$	—
Loans receivable – principal, past due, guaranteed by company	—			—			—			—			—
Loans receivable – principal, total, guaranteed by company(1)	—			—			—			—			—
Loans receivable – finance charges, guaranteed by company(2)	—			—			—			—			—
Loans receivable – guaranteed by company	—			—			—			—			—
Liability for losses on loans receivable, guaranteed by company	—			—			—			—			—
Loans receivable, net, guaranteed by company(3)	$	—		$	—		$	—		$	—		$	—
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	466,140		$	501,552		$	457,259		$	477,721		$	486,242
Combined loans receivable – principal, past due	46,730			57,207			54,060			54,712			59,576
Combined loans receivable – principal	512,870			558,759			511,319			532,433			545,818
Combined loans receivable – finance charges	22,960			23,602			22,991			23,079			23,214
Combined loans receivable	$	535,830		$	582,361		$	534,310		$	555,512		$	569,032
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned(5)	$	(56,209)		$	(71,204)		$	—		$	—		$	—
Liability for losses on loans receivable, guaranteed by company	—			—			—			—			—
Combined loan loss reserve(5)	$	(56,209)		$	(71,204)		$	—		$	—		$	—
Combined loans receivable – principal, past due(3)	$	46,730		$	57,207		$	54,060		$	54,712		$	59,576
Combined loans receivable – principal(3)	512,870			558,759			511,319			532,433			545,818
Percentage past due	9		%	10		%	11		%	10		%	11		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)(5)	11		%	12		%	—		%	—		%	—		%
Allowance for loan losses as a percentage of loans receivable – company owned(5)	11		%	12		%	—		%	—		%	—		%
Fair value adjustment, combined loans receivable- principal(6)(7)	$	47,677		$	54,730		$	49,844		$	53,438		$	52,280
Combined loans receivable at fair value(6)	583,507			637,091			584,154			608,950			621,312
Fair value as a percentage of combined loans receivable- principal(3)(6)	109		%	110		%	110		%	110		%	110		%

_________

(1)Represents loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(2)Represents finance charges earned by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements. The wind-down of the CSO program was completed in the third quarter of 2021.

(3)Non-GAAP measure

(4)Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

(5)Effective January 1, 2022, upon the election to carry the loan portfolio at fair value, a combined loan loss reserve and allowance for loan losses is no longer required as a loan loss assumption has been included in the fair value assumptions for the loan portfolio.

(6)The periods of September 30, 2021 to December 31, 2021 include pro-forma adjustments reflecting the combined loans receivable at fair value consistent with a fair value methodology acceptable with U.S. GAAP.

(7)The period of September 30, 2022 includes a fair value adoption adjustment of $2.4 million.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues are composed of Rise finance charges and CSO fees (inclusive of finance charges attributable to the participation in Rise installment loans originated by FinWise Bank and CCB), cash advance fees attributable to the participation in Elastic lines of credit that we consolidate, finance charges and fee revenues related to the Today Card credit card product (inclusive of finance charges attributable to the participations in the credit card receivables originated by CCB), and marketing and licensing fees received from third-party lenders related to the Rise, Rise CSO, Elastic, and Today Card products. See “—Overview” above for further information on the structure of Elastic.

Cost of sales

Change in Fair value. Beginning January 1, 2022, we elected the fair value option for our loans receivable portfolio. As such, loans receivable are carried at fair value in the Condensed Consolidated Balance Sheets with changes in fair value recorded in the Condensed Consolidated Statements of Operations. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Provision for loan losses. Prior to January 1, 2022, provision for loan losses consisted of amounts charged against income during the period related to net charge-offs and the additional provision for loan losses needed to adjust the loan loss reserve to the appropriate amount at the end of each month based on our loan loss methodology.

Direct marketing costs. Direct marketing costs consist of online marketing costs such as sponsored search and advertising on social networking sites, and other marketing costs such as purchased television and radio advertising and direct mail print advertising. In addition, direct marketing cost includes affiliate costs paid to marketers in exchange for referrals of potential customers. All direct marketing costs are expensed as incurred.

Other cost of sales. Other cost of sales includes data verification costs associated with the underwriting of potential customers and automated clearing house transaction costs associated with customer loan funding and payments.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, selling and marketing, occupancy and equipment, depreciation and amortization as well as other miscellaneous expenses.

Compensation and benefits. Salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, comprise a majority of our operating expenses and these costs are driven by our number of employees.

Professional services. These operating expenses include costs associated with legal, accounting and auditing, recruiting and outsourced customer support and collections.

Selling and marketing. Selling and marketing costs include costs associated with the use of agencies that perform creative services and monitor and measure the performance of the various marketing channels. Selling and marketing costs also include the production costs associated with media advertisements that are expensed as incurred over the licensing or production period. These expenses do not include direct marketing costs incurred to acquire customers, which comprises CAC.

Occupancy and equipment. Occupancy and equipment include rent expense on our leased facilities, as well as telephony and web hosting expenses.

Depreciation and amortization. We capitalize all acquisitions of property and equipment of $500 or greater as well as certain software development costs. Costs incurred in the preliminary stages of software development are expensed. Costs incurred thereafter, including external direct costs of materials and services as well as payroll and payroll-related costs, are capitalized. Post-development costs are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.

Other expense

Net interest expense. Net interest expense primarily includes the interest expense associated with our debt facilities and term notes. See Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 6, "Notes Payable" for more information about our debt. Interest expense also includes any amortization of deferred debt issuance cost and prepayment penalties incurred associated with the debt facilities.

Equity method investment gain or loss. Equity method investment loss includes our portion of the earnings or loss associated with an investment in an unconsolidated subsidiary beginning in the first quarter of 2022.

STATEMENTS OF OPERATIONS

The following table sets forth our condensed consolidated statements of operations data for each of the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
Condensed consolidated statements of operations data (Dollars in thousands)	2022		2021		2022		2021
Revenues	$	125,617	$	112,835	$	367,467	$	287,108
Cost of sales:
Change in fair value of loans receivable	72,311		—		217,926		—
Provision for loan losses	—		54,903		—		103,098
Direct marketing costs	6,478		15,406		20,532		30,353
Other cost of sales	2,968		4,766		9,013		9,718
Total cost of sales	81,757		75,075		247,471		143,169
Gross profit	43,860		37,760		119,996		143,939
Operating expenses:
Compensation and benefits	15,935		20,445		56,585		58,038
Professional services	6,859		8,423		20,251		24,161
Selling and marketing	896		1,277		2,825		2,520
Occupancy and equipment	5,868		5,521		17,927		15,766
Depreciation and amortization	4,520		4,544		13,001		14,339
Other	942		656		2,577		2,242
Total operating expenses	35,020		40,866		113,166		117,066
Operating income (loss)	8,840		(3,106)		6,830		26,873
Other expense:
Net interest expense	(13,655)		(9,544)		(37,951)		(26,897)
Equity method investment loss	(358)		—		(1,070)		—
Non-operating income (loss)	—		(198)		1,747		519
Total other expense	(14,013)		(9,742)		(37,274)		(26,378)
Income (loss) before taxes	(5,173)		(12,848)		(30,444)		495
Income tax expense (benefit)	9,861		(1,843)		5,058		1,829
Net loss	$	(15,034)	$	(11,005)	$	(35,502)	$	(1,334)


	Three Months Ended September 30,				Nine Months Ended September 30,
As a percentage of revenues	2022		2021		2022		2021
Revenues
Cost of sales:
Change in fair value of loans receivable	58	%	—	%	59	%	—	%
Provision for loan losses	—		49		—		36
Direct marketing costs	5		14		6		11
Other cost of sales	2		4		2		3
Total cost of sales	65		67		67		50
Gross profit	35		33		33		50
Operating expenses:
Compensation and benefits	13		18		15		20
Professional services	5		7		6		8
Selling and marketing	1		1		1		1
Occupancy and equipment	5		5		5		5
Depreciation and amortization	4		4		4		5
Other	1		1		1		1
Total operating expenses	28		36		31		41
Operating income (loss)	7		(3)		2		9
Other expense:
Net interest expense	(11)		(8)		(10)		(9)
Equity method investment loss	—		—		—		—
Non-operating income (loss)	—		—		—		—
Total other expense	(11)		(9)		(10)		(9)
Income (loss) before taxes	(4)		(11)		(8)		—
Income tax expense (benefit)	8		(2)		1		1
Net loss	(12)	%	(10)	%	(10)	%	—	%

Comparison of the three months ended September 30, 2022 and 2021

Revenues


	Three Months Ended September 30,
	2022				2021				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Finance charges	$	124,072	99	%	$	111,480	99	%	$	12,592	11	%
Other	1,545		1		1,355		1		190		14
Revenues	$	125,617	100	%	$	112,835	100	%	$	12,782	11	%

Revenues increased by $12.8 million, or 11%, from $112.8 million for the three months ended September 30, 2021 to $125.6 million for the three months ended September 30, 2022. The increase in revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our products year over year.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:


	Three Months Ended September 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	287,793		$	199,778		$	53,557		$	541,128
Effective APR	100		%	93		%	35		%	91		%
Finance charges	$	72,419		$	46,987		$	4,666		$	124,072
Other	145			77			1,323			1,545
Total revenue	$	72,564		$	47,064		$	5,989		$	125,617


	Three Months Ended September 30, 2021
	Rise(1)			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	264,785		$	167,684		$	27,480		$	459,949
Effective APR	104		%	94		%	30		%	96		%
Finance charges	$	69,738		$	39,662		$	2,080		$	111,480
Other	275			331			749			1,355
Total revenue	$	70,013		$	39,993		$	2,829		$	112,835

________

(1)Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

(2)Average combined loans receivable - principal is calculated using daily Combined loans receivable – principal balances. Not a financial measure prepared in accordance with US GAAP. See reconciliation table accompanying this release for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with US GAAP.

Our average combined loans receivable-principal increased $81 million for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. This increase in average balance is primarily due to the loan portfolio growth during the second half of 2021 and early 2022 and contributed approximately $19 million to the change in revenue for the period. Our average APR declined from 96% for the three months ended September 30, 2021 to 91% for the three months ended September 30, 2022. This reduction in the effective APR is primarily due to a lower quarterly APR on Rise due to a reduced mix of new loans in the portfolio for the three months ended September 30, 2022 as compared to the prior year quarter along with the growth of Today Card, which has the lowest APR, relative to the total loan portfolio. The lower APR on Rise and the mix of products within the overall lower effective APR reduced the change in revenue for the period by approximately $6 million.

Cost of sales


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Cost of sales:
Change in fair value of loans receivable	$	72,311	58	%	$	—	—	%	$	72,311	—	%
Provision for loan losses	—		—		54,903		49		(54,903)		(100)
Direct marketing costs	6,478		5		15,406		14		(8,928)		(58)
Other cost of sales	2,968		2		4,766		4		(1,798)		(38)
Total cost of sales	$	81,757	65	%	$	75,075	67	%	$	6,682	9	%

Change in fair value of loans receivable. Change in fair value of loans receivable was $72.3 million for the three months ended September 30, 2022 as compared to $40.6 million on a pro-forma basis for the period ended September 30, 2021, representing an approximately 78% increase on a pro-forma basis. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.

The table below breaks out these changes by loan product:


	Three Months Ended September 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Net charge-offs(1)	$	47,752		$	20,495		$	5,360		$	73,607
Net change in fair value(1)	(773)			(1,329)			806			(1,296)
Total change in fair value of loans receivable	$	46,979		$	19,166		$	6,166		$	72,311

Net charge-offs as a percentage of revenues	66		%	44		%	89		%	59		%
Total change in fair value of loans receivable as a percentage of revenues	65		%	41		%	103		%	58		%
Percentage past due	12		%	8		%	20		%	11		%

_________

Total change in fair value of loans receivable for the three months ended September 30, 2022 and pro-forma three months ended September 30, 2021, was 58% and 36% of revenues, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Of the total change in fair value of loans receivable, net charge-offs as a percentage of revenues for the three months ended September 30, 2022 and 2021 were 59% and 35%, respectively. The increase in net charge-offs as a percentage of revenues is due to continued inflationary pressures that have impacted our customers' ability to repay their loans, as well as the growth in the loan portfolio during the second half of 2021 and associated seasoning, which included a higher mix of new customers that carry a higher overall loss rate.

Net change in fair value as a percentage of revenue for the three months ended September 30, 2022 and pro-forma three months ended September 30, 2021 was (1)% and 1%, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at September 30, 2022 compared to a pro-forma estimate of 9% at September 30, 2021 as we ramped up our loan growth starting in the third quarter of 2021 leading to a higher mix of new, and therefore riskier, customers in the loan portfolio which carry a lower fair value premium.

Provision for loan losses. Provision for loan losses decreased by 100%, from $54.9 million for the three months ended September 30, 2021 to $0.0 million for the three months ended September 30, 2022 due to adoption of fair value effective January 1, 2022 and no longer having a requirement to recognize a loan loss provision and loan loss allowance subsequent to that date.

The table below breaks out these changes by loan product for the prior year period:


	Three Months Ended September 30, 2021
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Combined loan loss reserve(1):
Beginning balance	$	28,099		$	10,372		$	1,850		$	40,321
Net charge-offs	(30,210)			(8,063)			(742)			(39,015)
Provision for loan losses	42,299			10,832			1,772			54,903
Ending balance	$	40,188		$	13,141		$	2,880		$	56,209
Combined loans receivable(1)(2)	$	306,229		$	194,459		$	35,142		$	535,830
Net charge-offs as a percentage of revenues	43		%	20		%	26		%	35		%
Combined loan loss reserve as a percentage of ending combined loans receivable	13		%	7		%	8		%	11		%
Provision for loan losses as a percentage of revenues	60		%	27		%	63		%	49		%

_________

(1)Not a financial measure prepared in accordance with US GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with US GAAP.

(2)Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Total loan loss provision for the three months ended September 30, 2021, which was within our targeted range of approximately 45% to 55%, was 49%. Net charge-offs as a percentage of revenues for the three months ended September 30, 2021 was 35% due to reduced demand and limited origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans. The combined loan loss reserve as a percentage of combined loans receivable totaled 11% as of September 30, 2021.

Direct marketing costs. Direct marketing costs decreased by $8.9 million, or 58%, from $15.4 million for the three months ended September 30, 2021 to $6.5 million for the three months ended September 30, 2022. In the third quarter of 2021, we returned to a more normalized new customer acquisition in all three products as the economy began to recover from the COVID-19 pandemic and demand for the loan products returned, resulting in an increase in marketing activities. Due to the inflationary economic environment in the third quarter of 2022, we had a cautious approach to growth, resulting in reduced overall marketing spend. For the three months ended September 30, 2022, the number of new customers acquired decreased significantly to 28,182, compared to 69,682 during the three months ended September 30, 2021. Our CAC was higher in the third quarter of 2022 at $230 as compared to the third quarter of 2021 at $221, but still below our target range of $250 to $300.

Other cost of sales. Other cost of sales decreased by $1.8 million, or 38%, from $4.8 million for the three months ended September 30, 2021 to $3.0 million for the three months ended September 30, 2022 due to decreased data verification costs resulting from reduced new loan origination volume.

Operating expenses


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	15,935	13	%	$	20,445	18	%	$	(4,510)	(22)	%
Professional services	6,859		5		8,423		7		(1,564)		(19)
Selling and marketing	896		1		1,277		1		(381)		(30)
Occupancy and equipment	5,868		5		5,521		5		347		6
Depreciation and amortization	4,520		4		4,544		4		(24)		(1)
Other	942		1		656		1		286		44
Total operating expenses	$	35,020	28	%	$	40,866	36	%	$	(5,846)	(14)	%

Compensation and benefits. Compensation and benefits decreased by $4.5 million, or 22%, from $20.4 million for the three months ended September 30, 2021 to $15.9 million for the three months ended September 30, 2022 due to an operating expense reduction plan we implemented in the third quarter of 2022, including furloughing approximately 25% of our workforce.

Professional services. Professional services decreased by $1.6 million, or 19%, from $8.4 million for the three months ended September 30, 2021 to $6.9 million for the three months ended September 30, 2022 primarily due to lower legal expenses.

Selling and marketing. Selling and marketing decreased by $0.4 million, or 30%, from $1.3 million for the three months ended September 30, 2021 to $0.9 million for the three months ended September 30, 2022 primarily due to reduced marketing agency fees.

Occupancy and equipment. Occupancy and equipment increased by $0.3 million, or 6%, from $5.5 million for the three months ended September 30, 2021 to $5.9 million for the three months ended September 30, 2022 primarily due to increased web hosting expenses.

Depreciation and amortization. Depreciation and amortization remained flat at $4.5 million for both the three months ended September 30, 2021 and 2022.

Other. Other operating expenses increased by $0.3 million, or 44% from $0.7 million for the three months ended September 30, 2021 to $0.9 million for the three months ended September 30, 2022 primarily due to an increase in travel and meals expenses.

Net interest expense


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net interest expense	$	13,655	11	%	$	9,544	8	%	$	4,111	43	%

Net interest expense increased 43% during the three months ended September 30, 2022 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the third quarter of 2022 increased $166.2 million from the third quarter of 2021 which contributed additional interest expense of approximately $4 million. Furthermore, our average effective interest rate on all debt outstanding, inclusive of funding facilities and sub-debt, increased from 9.8% for the three months ended September 30, 2021 to 9.9% for the three months ended September 30, 2022, resulting in a increase in interest expense of approximately $0.1 million. The majority of our debt is at a locked base rate through its maturity date of January 2024, while the base rate is adjusted for incremental borrowings on these facilities and therefore exposed to the current rising interest rate environment.

The following table shows the effective cost of funds of each debt facility and term note for the period:


	Three Months Ended September 30,
(Dollars in thousands)	2022			2021
VPC Facility
Average facility balance during the period	$	84,600		$	71,230
Net interest expense	2,052			1,779


Effective cost of funds	9.6		%	9.9		%


ESPV Facility
Average facility balance during the period	$	195,633		$	163,187
Net interest expense	4,864			4,177
Effective cost of funds	9.9		%	10.2		%

EF SPV Facility
Average facility balance during the period	$	143,327		$	109,882
Net interest expense	3,288			2,544
Effective cost of funds	9.1		%	9.2		%

EC SPV Facility
Average facility balance during the period	$	54,033		$	42,587
Net interest expense	1,301			1,044
Effective cost of funds	9.6		%	9.7		%

TSPV Facility
Average facility balance during the period	$	40,489		$	—
Net interest expense	965			—
Effective cost of funds	9.5		%	—		%

Pine Hill Term Note
Average note balance during the period	$	20,000		$	—
Net interest expense	815			—
Effective cost of funds	16.2		%	—		%

PCAM Term Note
Average note balance during the period(1)	$	15,000		$	—
Net interest expense	370			—
Effective cost of funds	16.7		%	—		%

_________

(1)Average note balance from inception at August 8, 2022 to September 30, 2022.

In October 2021, we entered into a debt facility agreement to fund the growth of the Today Card portfolio, the TSPV Facility, and we have drawn $43 million as of September 30, 2022. In January 2022, we entered into a $20 million credit agreement for working capital purposes, the Pine Hill Term Note. As of September 30, 2022, we have drawn $20 million. On August 8, 2022, ESPV, EF SPV, and EC SPV, individually and collectively, entered into a credit agreement for working capital purposes, the PCAM Term Note. As of September 30, 2022, we have drawn $15 million, with an additional $5 million drawn on October 31, 2022.

Equity method investment loss

In January 2022, we made an investment in Swell, a new fintech company offering credit and banking solutions. We do not consolidate Swell and apply the equity method of accounting based on our ownership percentage. We recognized an equity method investment loss of $358 thousand for the three months ended September 30, 2022.

Non-operating income


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Non-operating loss	$	—	—	%	$	(198)	—	%	$	198	(100)	%

For the three months ended September 30, 2021, we had an impairment loss related to a subleased asset resulting in non-operating loss of $0.2 million.

Income tax expense (benefit)


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Income tax expense (benefit)	$	9,861	8	%	$	(1,843)	(2)	%	$	11,704	(635)	%

Our income tax expense (benefit) increased $11.7 million, from a benefit of $1.8 million for the three months ended September 30, 2021 to a tax expense of $9.9 million for the three months ended September 30, 2022. The increase in tax expense is a result of the impact of a valuation allowance on our Deferred tax assets, net of $9.9 million. See Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 1 1, "Income Taxes" for more information about our tax expense.

Net loss


	Three Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net loss	$	(15,034)	(12)	%	$	(11,005)	(10)	%	$	(4,029)	(37)	%

Our net loss increased $4.0 million or 37% from $11.0 million for the three months ended September 30, 2021 to $15.0 million for the three months ended September 30, 2022. On a pro-forma basis, we had net income of $0.2 million for the three months ended September 30, 2021 and a pro-forma decrease of $15.2 million. The overall increase in net loss is primarily composed of the increased tax expense and interest expense partially offset by an increase in gross profit and a decrease in operating expenses.

Comparison of the nine months ended September 30, 2022 and 2021

Revenues


	Nine Months Ended September 30,
	2022				2021				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Finance charges	$	362,986	99	%	$	284,417	99	%	$	78,569	28	%
Other	4,481		1		2,691		1		1,790		67
Revenues	$	367,467	100	%	$	287,108	100	%	$	80,359	28	%

Revenues increased by $80.4 million, or 28%, from $287.1 million for the nine months ended September 30, 2021 to $367.5 million for the nine months ended September 30, 2022. The increase in revenue is primarily attributable to higher average combined loans receivable-principal as we saw growth in all of our products year over year.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:


	Nine Months Ended September 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	285,769		$	192,229		$	51,087		$	529,085
Effective APR	101		%	94		%	34		%	92		%
Finance charges	$	214,916		$	135,196		$	12,874		$	362,986
Other	358			268			3,855			4,481
Total revenue	$	215,274		$	135,464		$	16,729		$	367,467

	Nine Months Ended September 30, 2021
	Rise(1)			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Average combined loans receivable – principal(2)	$	229,203		$	149,534		$	19,829		$	398,566
Effective APR	102		%	94		%	30		%	95		%
Finance charges	$	174,314		$	105,650		$	4,453		$	284,417
Other	536			492			1,663			2,691
Total revenue	$	174,850		$	106,142		$	6,116		$	287,108

_________

(1)Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Our average combined loans receivable-principal increased $131 million for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. This increase in average balance is primarily due to the loan portfolio growth during the second half of 2021 and early 2022 and contributed approximately $90 million to the change in revenue for the period. Our average APR declined from 95% for the nine months ended September 30, 2021 to 92% for the nine months ended September 30, 2022. This reduction in the effective APR is primarily due to the growth of Today Card, which has the lowest APR, relative to the total loan portfolio. The mix of products within the overall lower effective APR reduced the change in revenue for the period by approximately $11 million.

Cost of sales


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Cost of sales:
Change in fair value of loans receivable	$	217,926	59	%	$	—	—	%	$	217,926	—	%
Provision for loan losses	—		—		103,098		36		(103,098)		(100)
Direct marketing costs	20,532		6		30,353		11		(9,821)		(32)
Other cost of sales	9,013		2		9,718		3		(705)		(7)
Total cost of sales	$	247,471	67	%	$	143,169	50	%	$	104,302	73	%

Change in fair value of loans receivable. Change in fair value of loans receivable was $217.9 million for the nine months ended September 30, 2022 as compared to $95.9 million on a pro-forma basis for the period ended September 30, 2021, representing a 127% increase on a pro-forma basis. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to Change in fair value of loans receivable, the most directly comparable financial measure calculated in accordance with US GAAP.

The table below breaks out these changes by loan product:


	Nine Months Ended September 30, 2022
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Net charge-offs(1)	$	143,875		$	56,310		$	15,291		$	215,476
Net change in fair value(1)	555			(437)			2,332			2,450
Total change in fair value of loans receivable	$	144,430		$	55,873		$	17,623		$	217,926

Net charge-offs as a percentage of revenues	67		%	42		%	91		%	59		%
Total change in fair value of loans receivable as a percentage of revenues	67		%	41		%	105		%	59		%
Percentage past due	12		%	8		%	20		%	11		%

_________

Total change in fair value of loans receivable for the nine months ended September 30, 2022 and pro-forma nine months ended September 30, 2021, was 59% and 33% of revenues, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). Of the total change in fair value of loans receivable, net charge-offs as a percentage of revenues for the nine months ended September 30, 2022 and 2021 were 59% and 33%, respectively. The increase in net charge-offs as a percentage of revenues is due to continued inflationary pressures that have impacted our customers' ability to repay their loans, as well as the growth in the loan portfolio during the second half of 2021 and associated seasoning, which included a higher mix of new customers that carry a higher overall loss rate.

Net change in fair value as a percentage of revenue was 1% and —% for the nine months ended September 30, 2022 and pro-forma nine months ended September 30, 2021, respectively, (See “—Non-GAAP Financial Measures” for more information and for a reconciliation to previously reported amounts for 2021 calculated in accordance with US GAAP.). The fair value premium of the combined loans receivable-principal portfolio was 10% at September 30, 2022 compared to pro-forma estimates of 9% at September 30, 2021 as we ramped up our loan growth starting in the third quarter of 2021, leading to a higher mix of new, and therefore riskier, customers in the loan portfolio, which carry a lower fair value premium.

Provision for loan losses. Provision for loan losses decreased by $103.1 million, or 100%, from $103.1 million for the nine months ended September 30, 2021 to $0.0 million for the nine months ended September 30, 2022 due to adoption of fair value effective January 1, 2022 and no longer having a requirement to recognize a loan loss provision and loan loss allowance subsequent to that date.

The table below breaks out these changes by loan product for the prior year period:


	Nine Months Ended September 30, 2021
	Rise			Elastic			Today
(Dollars in thousands)	(Installment Loans)			(Lines of Credit)			(Credit Card)			Total
Combined loan loss reserve(1):
Beginning balance	$	33,968		$	13,201		$	1,910		$	49,079
Net charge-offs	(72,233)			(21,437)			(2,298)			(95,968)
Provision for loan losses	78,453			21,377			3,268			103,098
Ending balance	$	40,188		$	13,141		$	2,880		$	56,209
Combined loans receivable(1)(2)	$	306,229		$	194,459		$	35,142		$	535,830
Net charge-offs as a percentage of revenues	41		%	20		%	38		%	33		%
Combined loan loss reserve as a percentage of ending combined loans receivable	13		%	7		%	8		%	11		%
Provision for loan losses as a percentage of revenues	45		%	20		%	53		%	36		%

_________

(2)Includes loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.

Total loan loss provision for the nine months ended September 30, 2021 was 36% of revenues, which was below our targeted range of 45% to 55%. For the nine months ended September 30, 2021, net charge-offs as a percentage of revenues was 33% due to reduced demand and limited origination activity in 2020 and early 2021 coupled with customers' receipt of monetary stimulus provided by the US government which allowed customers to continue making payments on their loans. The combined loan loss reserve as a percentage of combined loans receivable totaled 11% as of September 30, 2021.

Direct marketing costs. Direct marketing costs decreased by $9.8 million, or 32%, from $30.4 million for the nine months ended September 30, 2021 to $20.5 million for the nine months ended September 30, 2022 as we took a measured approach to growth during the second and third quarters of 2022. For the nine months ended September 30, 2022, the number of new customers acquired decreased to 73,195 compared to 122,558 during the nine months ended September 30, 2021. Our CAC was higher for the nine months ended September 30, 2022 at $281 as compared to the nine months ended September 30, 2021 at $248, but within our target range of $250 to $300, due to our measured approach to growth.

Other cost of sales. Other cost of sales decreased by $0.7 million, or 7%, from $9.7 million for the nine months ended September 30, 2021 to $9.0 million for the nine months ended September 30, 2022 primarily due to decreased data verification costs, partially offset by increased processing costs associated with the greater loan portfolio size.

Operating expenses


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	56,585	15	%	$	58,038	20	%	$	(1,453)	(3)	%
Professional services	20,251		6		24,161		8		(3,910)		(16)
Selling and marketing	2,825		1		2,520		1		305		12
Occupancy and equipment	17,927		5		15,766		5		2,161		14
Depreciation and amortization	13,001		4		14,339		5		(1,338)		(9)
Other	2,577		1		2,242		1		335		15
Total operating expenses	$	113,166	31	%	$	117,066	41	%	$	(3,900)	(3)	%

Compensation and benefits. Compensation and benefits decreased slightly by $1.5 million, or 3%, from $58.0 million for the nine months ended September 30, 2021 to $56.6 million for the nine months ended September 30, 2022 due to the initial effects of our operating expense reduction plan implemented in the third quarter of 2022.

Professional services. Professional services decreased by $3.9 million, or 16%, from $24.2 million for the nine months ended September 30, 2021 to $20.3 million for the nine months ended September 30, 2022 primarily due to reduced legal expenses, partially offset by increased consulting expenses.

Selling and marketing. Selling and marketing increased $0.3 million or 12% from $2.5 million for the nine months ended September 30, 2021 to $2.8 million for the nine months ended September 30, 2022 primarily due to increased marketing agency fees in the first half of 2022.

Occupancy and equipment. Occupancy and equipment increased by $2.2 million, or 14%, from $15.8 million for the nine months ended September 30, 2021 to $17.9 million for the nine months ended September 30, 2022 primarily due to increased web hosting expenses.

Depreciation and amortization. Depreciation and amortization decreased by $1.3 million, or 9%, from $14.3 million for the nine months ended September 30, 2021 to $13.0 million for the nine months ended September 30, 2022 primarily due to the one-time impact of the acceleration of a board member's non-compete agreement amortization in 2021, partially offset by an increase in software development depreciation expense in 2022.

Other. Other operating expenses increased by $0.3 million, or 15% from $2.2 million for the nine months ended September 30, 2021 to $2.6 million for the nine months ended September 30, 2022 primarily due to an increase in travel and meals expenses.

Net interest expense


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net interest expense	$	37,951	10	%	$	26,897	9	%	$	11,054	41	%

Net interest expense increased 41% during the nine months ended September 30, 2022 as compared to the prior year period. Our average balance of notes payable outstanding under the debt facilities in the first nine months of 2022 increased $178.6 million from the first nine months of 2021 which contributed additional interest expense of approximately $12 million. Conversely, our average effective interest rate on all debt outstanding, inclusive of funding facilities and sub-debt, decreased from 10.0% for the nine months ended September 30, 2021 to 9.7% for the nine months ended September 30, 2022, resulting in a decrease in interest expense of approximately $1 million. The majority of our debt is at a locked base rate through its maturity date of January 2024, while the base rate is adjusted for incremental borrowings on these facilities and therefore exposed to the current rising interest rate environment.

The following table shows the effective cost of funds of each debt facility for the period:


	Nine Months Ended September 30,
(Dollars in thousands)	2022			2021
VPC Facility
Average facility balance during the period	$	84,600		$	78,183
Net interest expense	6,093			5,912


Effective cost of funds	9.6		%	10.1		%


ESPV Facility
Average facility balance during the period	$	193,290		$	161,247
Net interest expense	14,247			12,286
Effective cost of funds	9.9		%	10.2		%

EF SPV Facility
Average facility balance during the period	$	135,349		$	87,725
Net interest expense	9,129			6,177
Effective cost of funds	9.0		%	9.4		%

EC SPV Facility
Average facility balance during the period	$	51,617		$	33,747
Net interest expense	3,645			2,513
Effective cost of funds	9.4		%	10.0		%

TSPV Facility
Average facility balance during the period	$	39,956		$	—
Net interest expense	2,437			—
Effective cost of funds	8.2		%	—		%

Pine Hill Term Note
Average note balance during the period(1)	$	19,671		$	—
Net interest expense	2,030			—
Effective cost of funds	15.1		%	—		%

PCAM Term Note
Average note balance during the period(2)	$	15,000		$	—
Net interest expense	370			—
Effective cost of funds	16.7		%	—		%

_________

(1)Average note balance from inception at January 31, 2022 to September 30, 2022.

(2)Average note balance from inception at August 8, 2022 to September 30, 2022.

In October 2021, we entered into a facility to fund the growth of the Today Card portfolio, the TSPV Facility, and we have drawn $43 million as of September 30, 2022. In January 2022, we entered into a $20 million credit agreement for working capital purposes, the Pine Hill Term Note. As of September 30, 2022 we have drawn $20 million. On August 8, 2022, ESPV, EF SPV, and EC SPV, individually and collectively, entered into a credit agreement for working capital purposes, the PCAM Term Note. As of September 30, 2022, we have drawn $15 million, with an additional $5 million drawn on October 31, 2022.

Equity method investment loss

In January 2022, we made an investment in Swell, a new fintech company offering credit and banking solutions. We do not consolidate Swell and apply the equity method of accounting based on our ownership percentage. We recognized an equity method investment loss of $1.1 million for the nine months ended September 30, 2022.

Non-operating income


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Non-operating income	$	1,747	—	%	$	519	—	%	$	1,228	237	%

For the nine months ended September 30, 2022, we had non-operating income of $1.7 million, primarily due to a $1.3 million gain related to intangibles and services contributed to Swell and an approximately $0.4 million gain related to the change in value of our stock purchased as part of the legacy litigation settlement under a forward agreement. For the nine months ended September 30, 2021, we received a partial recovery of an indemnification payment we made related to a lawsuit for $0.5 million and also recognized a gain on the sale of an intangible asset of $0.9 million, partially offset by impairment losses related to subleased assets of $0.9 million, resulting in non-operating income of $0.5 million.

Income tax expense


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Income tax expense	$	5,058	1	%	$	1,829	1	%	$	3,229	177	%

Our income tax expense increased $3.2 million, from $1.8 million for the nine months ended September 30, 2021 to $5.1 million for the nine months ended September 30, 2022, inclusive of a valuation allowance on our Deferred tax assets of $9.9 million. See Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 1 1, "Income Taxes" for more information about our tax expense.

Net loss


	Nine Months Ended September 30,								Period-to-period change
	2022				2021
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Net loss	$	(35,502)	(10)	%	$	(1,334)	—	%	$	(34,168)	2,561	%

Our loss of $35.5 million for the nine months ended September 30, 2022 increased $34.2 million from a loss of $1.3 million for the prior year period. On a pro-forma basis, net income for the nine months ended September 30, 2021 was $4.5 million and a pro-forma decrease of $40 million. The overall increase in net loss is primarily due to a decrease in gross profit resulting from increased net charge-offs offset by higher revenue, as well as higher interest expense.

LIQUIDITY AND CAPITAL RESOURCES

We are closely monitoring the impacts of the current macroeconomic environment across our business, including the resulting uncertainties around customer demand, credit performance of the loan portfolio, our levels of liquidity and our ongoing compliance with debt covenants. We had cash and cash equivalents available of $73 million as of September 30, 2022 compared to cash and cash equivalents available of $85 million as of December 31, 2021, a decrease of $12 million primarily due to the growth in the loan portfolio and legal settlement payments

We are continuing to assess our minimum cash and liquidity requirements and implementing measures to ensure that our cash and liquidity position is maintained through the current economic cycle. We assess our ability to continue as a going concern each reporting period for one year after the date the financial statements are issued. This assessment evaluates whether relevant conditions and events, in the aggregate, raise substantial doubt that we will meet future financial obligations as they become due within one year. In accordance with ASC Subtopic 205-40: Presentation of Financial Statements - Going Concern, our initial evaluation does not consider potential mitigating effects of our management's plans unless they have been fully implemented as of the date the financial statements are issued. As a result of the continued inflationary pressures of the current macroeconomic environment, we are experiencing higher charge-offs and limiting loan portfolio growth, with both resulting in lower cash collections. We were in compliance with the terms of our debt agreements, as amended, as of September 30, 2022, however, the reduced collections and higher macroeconomic environment related charge-offs may result in non-compliance with debt agreements in future periods. If such non-compliance is not waived by our lenders, we are not able to obtain amendments or other relief, or we are otherwise unable to obtain new or alternate methods of financing on acceptable terms, such non-compliance can result in loss of ability to borrow under the facilities and/or events of default. Absent the actions below that our management is in the midst of executing, or has already executed, we concluded that the uncertainty surrounding our future non-compliance with our debt facilities, ability to negotiate some of our existing facilities, and maintain sufficient liquidity raises substantial doubt about our ability to continue as a going concern within one year of the issuance date of these financial statements.

Effective August 31, 2022, we have obtained amendments to our debt covenants to lower certain covenant thresholds through December 31, 2022. Furthermore, we obtained an additional $5.0 million in subordinated debt to improve liquidity. Our management is actively engaging with lenders to review and address debt covenant compliance and liquidity position beyond December 31, 2022 as we forecast the impacts of various scenarios associated with the current macroeconomic environment.

These steps have been taken, and others are under consideration, to help manage our liquidity and preserve capital. Although our management believes that the actions that have been implemented and the others that are planned will be sufficient to meet our liquidity needs for the 12 months from the issuance of these financial statements, substantial doubt about our ability to continue as a going concern exists as we cannot predict with certainty that these efforts will be successful or sufficient.

While the ultimate impact of the current economic environment on our business, financial condition, liquidity and results of operations is dependent on future developments which are highly uncertain, we believe that our actions taken to date, future cash provided by operating activities, availability under our debt facilities underlying the loan portfolios with VPC and Park Cities Asset Management, LLC ("PCAM"), access to additional subordinated debt financing and possibly the capital markets, as well as certain potential measures within our control that could be put in place to maintain a sound financial position and liquidity will provide adequate resources to fund our operating and financing needs.

We principally rely on our working capital and our credit facilities with VPC and PCAM to fund the loans we make to our customers. At September 30, 2022, we had contractual obligations for our operating leases and long-term debt totaling $0.9 million for the remainder of 2022 and an additional $526 million in total due in the next two years. If our loan growth or our credit losses exceed our expectations or other unexpected liquidity needs arise, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

Stock Repurchase Program

At September 30, 2022, we had an outstanding stock repurchase program authorized by our Board of Directors providing for the repurchase of up to $80 million of our common stock through July 31, 2024. During the nine months ended September 30, 2022, and as part of the settlement agreement related to the legacy litigation matters, we purchased 1.73 million common shares, roughly 5% of common shares outstanding at the beginning of the year for a total of $5.3 million under our previously approved common stock repurchase program with $24.0 million available for further repurchases. As of September 30, 2022, we had repurchased approximately 36% of all common shares issued and outstanding since August 2019 under this common stock repurchase program.

The stock repurchase program, as amended, provides that up to a maximum aggregate amount of $35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase program does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. Any repurchased shares will be available for use in connection with equity plans and for other corporate purposes. We will continue to evaluate future purchases under the share repurchase plan as we continue to review our liquidity position to ensure that we have adequate cash balances to fund the expected loan portfolio growth and other cash requirements.

Cash and cash equivalents, restricted cash, loans receivable at fair value or net of allowance, and cash flows

The following table summarizes our cash and cash equivalents, restricted cash, loans receivable at fair value, loans receivable, net and cash flows for the periods indicated:


	As of and for the nine months ended September 30,
(Dollars in thousands)		2022		2021
Cash and cash equivalents		$	72,599	$	79,979
Restricted cash		3,852		4,962
Loans receivable at fair value		621,312		—
Loans receivable, net		—		479,621
Cash provided by (used in):
Operating activities		117,525		111,566
Investing activities		(179,325)		(199,462)
Financing activities		47,399		(28,281)

Our cash and cash equivalents at September 30, 2022 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents to fund our lending activities, paydown debt or repurchase stock. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Net cash provided by operating activities

We generated $117.5 million in cash from our operating activities for the nine months ended September 30, 2022. This was up approximately $6.0 million from the $111.6 million of cash provided by operating activities during the nine months ended September 30, 2021 due to the increase in revenue realized for the nine months ended September 30, 2022, partially offset by settlement payments.

Net cash used in investing activities

For the nine months ended September 30, 2022 and 2021, cash used in investing activities was $179.3 million and $199.5 million, respectively. The decrease was primarily attributable to a reduction in net loans issued to customers, partially offset by an investment in an unconsolidated affiliate, and increased purchases of property and equipment. The following table summarizes cash used in investing activities for the periods indicated:


	Nine Months Ended September 30,
(Dollars in thousands)		2022		2021
Cash used in investing activities
Loans issued to consumers, less repayments		$	(154,626)	$	(184,789)
Participation premium paid		(4,328)		(4,020)
Purchases of property and equipment		(16,371)		(11,903)
Investment in unconsolidated affiliate		(4,000)		—
Proceeds from sale of intangible assets		—		1,250
		$	(179,325)	$	(199,462)

Net cash provided by (used in) financing activities

Cash flows from financing activities primarily include cash received from issuing notes payable, payments on notes payable, and activity related to stock awards. For the nine months ended September 30, 2022 and 2021, cash provided by (used in) financing activities was $47.4 million and $(28.3) million, respectively. The following table summarizes cash used in financing activities for the periods indicated:


	Nine Months Ended September 30,
(Dollars in thousands)		2022		2021
Cash provided by (used in) financing activities
Proceeds from issuance of Notes payable, net		$	80,000	$	109,500
Payments on Notes payable		(25,000)		(112,550)
Debt issuance costs paid		(412)		(75)
Principal payments on insurance premium financing		(1,317)		—
Common stock repurchased		(5,328)		(24,453)
Proceeds from issuance of stock, net		384		480
Taxes paid related to net share settlement		(928)		(1,183)
		$	47,399	$	(28,281)

The change in cash provided by (used in) financing activities for the nine months ended September 30, 2022 versus the comparable period of 2021 was primarily due to a decrease in paydowns on our debt facilities and a decrease in common stock repurchases.

Free Cash Flow

In addition to the above, we also review FCF when analyzing our cash flows from operations. We calculate free cash flow as cash flows from operating activities, adjusted for the principal loan net charge-offs and capital expenditures incurred during the period. While this is a non-GAAP measure, we believe it provides a useful presentation of cash flows derived from our core operating activities. The below tables provides a reconciliation of free cash flow to our cash flows from operations.


	Nine Months Ended September 30,
(Dollars in thousands)		2022		2021
Net cash provided by operating activities(1)		$	117,525	$	111,566
Adjustments:
Net charge-offs – combined principal loans		(167,544)		(70,636)
Capital expenditures		(16,371)		(11,903)
FCF(2)		$	(66,390)	$	29,027

_________

(1)Net cash provided by operating activities includes net charge-offs – combined finance charges.

(2)FCF includes approximately $37 million in cash payments associated with legal settlements for the nine months ended September 30, 2022.

Our FCF was $(66.4) million for the nine months ended September 30, 2022 compared to $29.0 million for the comparable prior year period. While our net cash provided by operating activities increased by $6.0 million, this was offset by an increase of $96.9 million in net charge-offs - combined principal loans and a $4.5 million increase in capital expenditures.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

Debt Facilities

We have debt facilities to support the loans we make directly to our customers and the loan and credit card participations we, or our consolidated VIEs purchase from the third-party banks that license our brands. Each of these facilities have certain covenants for the Company overall, as well as certain covenants for the underlying product portfolios. All of our assets are pledged as collateral to secure one or more of the debt facilities.

See Note 6 - Notes Payable, Net in the Notes to the Condensed Consolidated Financial Statements included in this report for further information. See also Note 1 4 - Subsequent Events included in this report for information regarding recent debt activities.

The outstanding balances of notes payable as of September 30, 2022 and December 31, 2021 are as follows:


(Dollars in thousands)	September 30, 2022		December 31, 2021
US Term Note bearing interest at the base rate + 7.0%	$	84,600	$	84,600
ESPV Term Note bearing interest at the base rate + 7.0%	197,100		192,100
EF SPV Term Note bearing interest at the base rate + 7.0%	146,800		137,800
EC SPV Term Note bearing interest at the base rate + 7.0%	55,500		55,500
TSPV Term Note bearing interest at the base rate + 3.60%	43,000		37,000
Pine Hill Term Note bearing interest at the base rate + 13.25%	20,000		—
PCAM Term Note bearing interest at the base rate + 13.25%	15,000		—
Total	$	562,000	$	507,000

The following table presents the future debt maturities as of September 30, 2022:


Year (dollars in thousands)	September 30, 2022
Remainder of 2022	$	—
2023	—
2024	519,000
2025	43,000
2026	—
Thereafter	—
Total	$	562,000

Other Commitments

We are a party to other contractual obligations involving commitments to make payments to third parties. These obligations may impact our short-term or long-term liquidity and capital resource needs. Our primary contractual obligations include our operating leases and various compensation and benefit plans. See Note 8 - Leases and Note 9 - Share-based Compensation in the Notes to the Condensed Consolidated Financial Statements included in this report for further information on our leases and compensation plans, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

We previously provide services in connection with installment loans originated by independent third-party lenders (“CSO lenders”) whereby we acted as a credit service organization/credit access business on behalf of consumers in accordance with applicable state laws through our “CSO program.” The CSO program included arranging loans with CSO lenders, assisting in the loan application, documentation and servicing processes. Under the CSO program, we guaranteed the repayment of a customer’s loan to the CSO lenders as part of the credit services we provided to the customer. As of September 30, 2021, the CSO program has completed its wind-down and the Company no longer has a guarantee under this program.

RECENT REGULATORY DEVELOPMENTS

Set forth below are regulatory developments since the filing of our quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. See those reports and our Annual Report on Form 10-K for additional information about prior regulatory developments that are currently impacting us or may impact us in the future.

Federal Regulations:

On August 31, 2021, the U.S. District Court for the Western District of Texas issued an order in Community Financial Services Association of America, LTD. v. Consumer Financial Protection Bureau, granting the Bureau's motion for summary judgment and staying the date for complying with the Consumer Financial Protection Bureau's ("CFPB") Rulemaking on Payday, Vehicle Title, and High-Cost Installment Loans for 286 days until June 13, 2022. On October 1, 2021, the trade groups appealed the Texas federal district court’s final judgment and argued that the compliance date should be 286 days after their appeal to the Fifth Circuit is resolved. On October 14, 2021, the Fifth Circuit Court of Appeals agreed to an extension of the compliance date until after resolution of the appeal. On October 19, 2022, the Fifth Circuit Court of Appeals issued a ruling in favor of the trade groups, declaring the CFPB's structure to be unconstitutional and vacating the CFPB's 2017 Payday Lending Rule. The CFPB is expected to request a stay and appeal this decision. Should the CFPB appeal and be successful in that appeal, it is anticipated that the rule will increase costs and create challenges in our collection activities.

On March 16, 2022, the CFPB updated its examination manual adopting the novel position that it can examine entities for alleged discriminatory conduct under its unfair, deceptive or abusive acts and practices authority. This action prompted the United States Chamber of Commerce, American Bankers Association, Consumer Bankers Association and other trade groups to file a lawsuit on September 28, 2022 against the CFPB and CFPB Director Chopra in the United States District Court for the Eastern District of Texas challenging the updates that were made on unfair, deceptive or abusive acts and practices (“UDAAPs”), which now characterizes discriminatory conduct as "unfair" under the Dodd-Frank Act. The plaintiffs allege that the Bureau’s changes to the examination manual are invalid for several reasons, including that (1) the Dodd-Frank Act does not give the CFPB statutory authority to characterize discriminatory practices as UDAAPs, (2) the changes violated the Administrative Procedures Act because they were not subject to a proper notice-and-comment process, and (3) the CFPB’s ability to self-fund violates the Appropriations Clause of the U.S. Constitution because it prevents Congress from exercising its power to check the Executive Branch by approving appropriations.

On April 26, 2022, the CFPB announced its intention to invoke its dormant authority to examine non-banks whose activities the CFPB has reasonable cause to determine pose risks to consumers. The CFPB clarified that this authority is not specific to any particular consumer financial product or service. While the procedural rule granting this authority has existed since 2013, the CFPB is clarifying its intent to invoke this authority. We intend to monitor this development closely.

State Privacy Laws: The California Consumer Privacy Act went into effect January 1, 2020, and enforcement by California’s Office of the Attorney General began July 1, 2020. The California Privacy Rights Act ("CPRA") ballot initiative passed in November 2020, and the California Privacy Protection Agency ("CPPA") released its draft regulations for the CPRA on May 27, 2022, in advance of the CPPA's June 8, 2022 meeting. Amended draft regulations were released on October 18, 2022, in advance of the CPPA's October 28-29, 2022 meeting. The CPRA will go into effect January 1, 2023, however finalization of the regulations has yet to occur and whether this delay will impact the CPRA's enforcement date remains to be seen.

BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

There have been no material changes from the Basis of Presentation and Critical Accounting Policies described in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, except as follows:

Fair value measurements on consumer loans (Beginning January 1, 2022)

We adopted ASU 2016-13 and all related amendments effective January 1, 2022 and elected the fair value option provided by the transition relief of ASU 2019-05 on all loans receivable. We believe that electing the fair value method of accounting for the loans receivable aligns more closely with our portfolio decision making and better reflects the value of the loans receivable portfolio. We classify our fair value measurement techniques for the fair value disclosures associated with Loans receivable at fair value as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

We use discounted cash flow analyses that factor estimated losses and prepayments over the estimated duration of the loans receivable. Future cash flows are discounted using a rate of return that we believe a market participant would require. Using historical data and consideration of recent trends, we determine loss and prepayment assumptions. We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. An increase in past due loans is a consideration in the credit loss assumption as a significant increase in the percentage of past due loans may indicate a future increase in credit loss on the portfolio. Future cash flows are discounted using a rate of return that we believe a market participant would require.

Allowance and liability for estimated losses on consumer loans (Prior to January 1, 2022)

We previously had adopted Financial Accounting Standards Board (“FASB”) guidance for disclosures about the credit quality of financing receivables and the allowance for loan losses (“allowance”). We maintained an allowance for loan losses for loans and interest receivable for loans not classified as TDRs at a level estimated to be adequate to absorb credit losses inherent in the outstanding loans receivable. We primarily utilized historical loss rates by product, stratified by delinquency ranges, to determine the allowance, but we also considered recent collection and delinquency trends, as well as macroeconomic conditions that may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, the estimate of the allowance for loan losses was subject to change in the near term and could have significantly impact the condensed consolidated financial statements. If a loan was deemed to be uncollectible before it was fully reserved, it was charged-off at that time. For loans classified as TDRs, impairment was typically measured based on the present value of the expected future cash flows discounted at the original effective interest rate. We have elected to adopt the Current Expected Credit Losses ("CECL") model as of January 1, 2022, which requires a broader range of reasonable and supportable information to inform credit loss estimates. See "- Recently Issued Accounting Pronouncements And JOBS Act Election" for more information.

We classify loans as either current or past due. An installment loan or line of credit customer in good standing may request a 16-day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Credit card customers have a 25-day grace period for each payment. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Credit cards are considered past due if the grace period has passed and the scheduled payment has not been made. Increases in the allowance were created by recording a Provision for loan losses in the Condensed Consolidated Statements of Operations. Installment loans and lines of credit are charged off, which reduced the allowance, when they are over 60 days past due or earlier if deemed uncollectible. Credit cards are charged off, which reduced the allowance, when they are over 120 days past due or earlier if deemed uncollectible. Recoveries on losses previously charged to the allowance were credited to the allowance when collected.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND JOBS ACT ELECTION

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently Adopted Accounting Standards

See Note 1 in the Notes to the Condensed Consolidated Financial Statements included in this report for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable as we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows. Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 1 2, "Commitments, Contingencies and Guarantees" under the heading "Other Matters."

Item 1A. Risk Factors

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, except as set forth below.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

There is substantial doubt about our ability to continue as a going concern.

As a result of the substantial inflationary pressures of the current macroeconomic environment, we are experiencing higher charge-offs and limiting loan portfolio growth, with both resulting in lower cash collections. While we were in compliance with the terms of our debt agreements, as amended, as of September 30, 2022, the reduced collections and higher charge-offs may result in non-compliance with debt agreements in future periods. In the future, if we were to be in non-compliance with our debt agreements, and our lenders did not waive the non-compliance, amend the debt agreements, or otherwise provide relief, or we could not obtain new or alternative methods of financing on acceptable terms, such non-compliance could result in loss of ability to borrow under the facilities and/or events of default. The uncertainty surrounding our future non-compliance with our debt facilities, our ability to negotiate some of our existing facilities, and our ability to maintain sufficient liquidity raises substantial doubt about our ability to continue as a going concern.

If we are unable to obtain sufficient funding to support our operations, it will adversely impact our business, prospects, results of operations, financial condition and cash flows, and we may be unable to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on acceptable terms or at all.

We are subject to risks and uncertainties related to our strategic review.

On November 9, 2022, we announced that our Board of Directors and our management had initiated a strategic review to consider other ways to maximize shareholder value. There can be no assurances the strategic review will result in any transaction, and the process of exploring strategic alternatives may involve the dedication of significant resources and incur significant costs and expenses. Speculation and uncertainty regarding the strategic review process may cause or result in:

•disruption of our business;

•distraction of our employees;

•difficulty in recruiting, hiring, motivating, and retaining talented and skilled personnel;

•difficulty in maintaining or negotiating and consummating new business or strategic relationships or transactions; and

•increased stock price volatility.

If we are unable to mitigate these or other potential risks related to the uncertainty caused by the strategic review process, it may disrupt our business or adversely impact our business, prospects, results of operations, financial condition or cash flows.

RISKS RELATED TO THE SECURITIES MARKETS AND OWNERSHIP OF OUR COMMON STOCK

If our stock price falls and remains below $1.00 per share, our common stock may be subject to delisting from New York Stock Exchange, which would materially reduce the liquidity of our common stock and have an adverse effect on our market price.

Our securities are currently listed on the “NYSE.” For continued listing, we are required to meet specified listing standards, including a minimum stock price, market capitalization, and stockholders’ equity. If we are unable to meet the NYSE’s listing standards, including the requirement that our common stock continue to trade at over $1.00 per share, the NYSE would delist our securities. At that point, it is possible that our securities could be quoted on the over-the-counter bulletin board or the pink sheets. This could have negative consequences, including a negative effect on the price of our securities, reduced liquidity for stockholders, reduced trading levels for our securities, limited availability of market quotations or analyst coverage of our securities; stricter trading rules for brokers trading our securities, and reduced access to financing alternatives for us. We also would be subject to greater state securities regulation if our common stock was no longer listed on a national securities exchange. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NYSE minimum share price requirement or prevent future non-compliance with NYSE's listing requirements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Repurchases of Equity Securities

During the nine months ended September 30, 2022, we repurchased $5.3 million of common shares under our outstanding stock repurchase program authorized by our Board of Directors. The stock repurchase program, as amended, provides for the repurchase of up to $80 million of our common stock through July 31, 2024 and up to a maximum aggregate amount of $35 million shares may be repurchased in any given fiscal year. Repurchases will be made in accordance with applicable securities laws from time-to-time in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The share repurchase plan does not require the purchase of any minimum number of shares and may be implemented, modified, suspended or discontinued in whole or in part at any time without further notice. All repurchased shares may potentially be withheld for fulfillment of certain employee stock equity programs.

The following table provides information about our common stock repurchases during the quarter ended September 30, 2022:


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of the publicly announced program	Approximate dollar value of shares that may yet be purchased under the program (2)
July 1, 2022 to July 31, 2022	—	$	—	—	$	23,973,632
August 1, 2022 to August 31, 2022	47,319	$	2.13	—	$	23,973,632
September 1, 2022 to September 30, 2022	—	$	—	—	$	23,973,632
Total	47,319	$	2.13	—

_________

(1)During the quarter ended September 30, 2022, certain RSUs were net share-settled to cover the required withholding tax and the remaining amounts were converted into an equivalent number of shares of the Company's common stock. The Company withheld 47,319 shares for applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities during the quarter ended September 30, 2022.

(2)Includes fees and commissions associated with the shares repurchased.

Item 6. Exhibits


Exhibit number			Description
10.1#			Second Amendment to Fifth Amended and Restated Financing Agreement, dated January 17, 2022, by and among Rise SPV, LLC as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as administrative agent and collateral agent
10.2#			Third Amendment to Financing Agreement, dated January 17, 2022, by and among EF SPV, LTD. as borrower, the guarantors party thereto, the lenders park thereto and Victory Park Management, LLC as administrative agent and collateral agent
10.3#			First Amendment to Financing Agreement, dated January 17, 2022, by and among EC SPV, Ltd. as the borrower, the guarantors party thereto, the lenders party thereto and Victory Park Management, LLC as agent
10.4#			First Amendment of Financing Agreement, dated February 15, 2022, effective January 1, 2022, by and among Today SPV, LLC; Today Card, LLC; the Other Credit Parties; PCAM Credit XV, LLC; and Park Cities Asset Management, LLC
10.5+#			Employment, Confidentiality and Non-Compete Agreement, dated May 4, 2022, by and between Steve Trussell and Elevate Credit Service, LLC
10.6#			Third Amendment to Lease Agreement, dated May 19, 2022, by and between FLDR/TLC Overton Centre, L.P. and Elevate Credit Service, LLC
10.7#			Omnibus Amendment, dated July 20, 2022, by and among the Borrowers party hereto, the Guarantors party hereto, and the Agents
10.8#			Forms of Indemnification Agreements between the Registrant and each of its directors and its officers
10.9			Second-lien Financing Agreement, dated August 8, 2022, by and among Elastic SPV, LTD., EF SPV, LTD., and EC SPV, LTD. individually and collectively as the Borrower, the guarantors from time to time party hereto, the lenders party hereto and Park Cities Asset Management, LLC, as agent
10.10			First Amendment to Second-lien Financing Agreement and Consent, dated October 28, 2022, by and among the Borrower, the Guarantors, and the Lender party hereto and Agent.
10.11			Omnibus Amendment and Consent, dated October 31, 2022, by and among the Borrowers party hereto, the Guarantors party hereto, and the Agents.
31.1			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2			Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2&			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.


#						Previously filed.

+						Indicates a management contract or compensatory plan.
&						This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


		Elevate Credit, Inc.

Date:	November 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Date:	November 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)

Document

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS ARE MARKED AS INDICATED WITH BRACKETS (“[****]”) BELOW

SECOND-LIEN
FINANCING AGREEMENT

Dated as of August 8, 2022

by and among

ELASTIC SPV, LTD.,

EF SPV, LTD.,

and EC SPV, LTD.

Individually and collectively as the Borrower (the “Borrower”),

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO
and

PARK CITIES ASSET MANAGEMENT, LLC
as Agent

$15,000,000 SECOND-LIEN SECURED TERM NOTES

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS; CERTAIN TERMS			1
Section 1.1 Definitions			1
Section 1.2 Terms Generally			28
Section 1.3 Accounting and Other Terms			28
ARTICLE 2 BORROWER’S AUTHORIZATION OF ISSUE			28
Section 2.1 Second Lien Secured Term Notes			28
Section 2.2 Interest			29
Section 2.3 Redemptions and Payments			30
Section 2.4 Payments			34
Section 2.5 Dispute Resolution			34
Section 2.6 Taxes			35
Section 2.7 Reissuance			36
Section 2.8 Register			37
Section 2.9 Maintenance of Register			37
Section 2.10 Unused Line Fees			38
ARTICLE 3 CLOSING			38
Section 3.1 Closing			38
Section 3.2 Subsequent Closings			38
Section 3.3 Accessibility to and Allocation of Proceeds			39
ARTICLE 4 INTENTIONALLY OMITTED			40
ARTICLE 5 CONDITIONS TO CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE			40
Section 5.1 Closing			40
Section 5.2 Subsequent Closings			43
ARTICLE 6 INTENTIONALLY OMITTED			44
ARTICLE 7 CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES			44
Section 7.1 Organization and Qualification			44
Section 7.2 Authorization; Enforcement; Validity			44
Section 7.3 Issuance of Notes			45
Section 7.4 No Conflicts			45
Section 7.5 Consents			45
Section 7.6 Subsidiary Rights			45
Section 7.7 Equity Capitalization			45
Section 7.8 Indebtedness and Other Contracts			46
Section 7.9 Off Balance Sheet Arrangements			46
Section 7.10 Ranking of Notes			47
Section 7.11 Title			47
Section 7.12 Intellectual Property Rights			47


Section 7.13 Creation, Perfection, and Priority of Liens			47
Section 7.14 Absence of Certain Changes; Insolvency			48
Section 7.15 Absence of Proceedings			48
Section 7.16 No Undisclosed Events, Liabilities, Developments or Circumstances			48
Section 7.17 No Disagreements with Accountants and Lawyers			49
Section 7.18 Placement Agent’s Fees.			49
Section 7.19 Adequacy and Sufficiency of Consideration.			49
Section 7.20 Tax Status			49
Section 7.21 Transfer Taxes			49
Section 7.22 Conduct of Business; Compliance with Laws; Regulatory Permits			49
Section 7.23 Foreign Corrupt Practices			50
Section 7.24 Reserved			50
Section 7.25 Environmental Laws			50
Section 7.26 Margin Stock			51
Section 7.27 ERISA			51
Section 7.28 Investment Company			51
Section 7.29 U.S. Real Property Holding Corporation			52
Section 7.30 Internal Accounting and Disclosure Controls			52
Section 7.31 Reserved			52
Section 7.32 Transactions With Affiliates			52
Section 7.33 Acknowledgment Regarding Holders’ Purchase of Notes			52
Section 7.34 Reserved			53
Section 7.35 Insurance			53
Section 7.36 Full Disclosure			53
Section 7.37 Employee Relations			53
Section 7.38 Certain Other Representations and Warranties			53
Section 7.39 Patriot Act			53
Section 7.40 Material Contracts			54
ARTICLE 8 COVENANTS			54
Section 8.1 Financial Covenants			54
Section 8.2 Deliveries			55
Section 8.3 Notices			57
Section 8.4 Rank			59
Section 8.5 Incurrence of Indebtedness			59
Section 8.6 Existence of Liens			60
Section 8.7 Restricted Payments			60
Section 8.8 Mergers; Acquisitions; Asset Sales			61
Section 8.9 No Further Negative Pledges			62
Section 8.10 Affiliate Transactions			62
Section 8.11 Insurance.			62
Section 8.12 Corporate Existence and Maintenance of Properties			63


Section 8.13 Non-circumvention			63
Section 8.14 Change in Business; Change in Accounting; Elevate Credit			64
Section 8.15 U.S. Real Property Holding Corporation			64
Section 8.16 Compliance with Laws			64
Section 8.17 Additional Collateral			64
Section 8.18 Audit Rights; Field Exams; Appraisals; Meetings; Books and Records			65
Section 8.19 Additional Issuances of Debt Securities			66
Section 8.20 Post-Closing Obligations.			66
Section 8.21 Use of Proceeds			67
Section 8.22 Fees, Costs and Expenses			67
Section 8.23 Modification of Organizational Documents and Certain Documents			67
Section 8.24 Joinder			68
Section 8.25 Investments			68
Section 8.26 Further Assurances.			69
Section 8.27 Backup Servicer			69
Section 8.28 Claims Escrow Account			69
ARTICLE 9 CROSS GUARANTY			70
Section 9.1 Cross-Guaranty			70
Section 9.2 Waivers by Guarantors			71
Section 9.3 Benefit of Guaranty			71
Section 9.4 Waiver of Subrogation, Etc			71
Section 9.5 Election of Remedies			71
Section 9.6 Limitation			71
Section 9.7 Contribution with Respect to Guaranty Obligations.			72
Section 9.8 Liability Cumulative			73
Section 9.9 Stay of Acceleration			73
Section 9.10 Benefit to Credit Parties			73
Section 9.11 Indemnity			73
Section 9.12 Reinstatement			73
Section 9.13 Guarantor Intent			74
Section 9.14 General			74
ARTICLE 10 RIGHTS UPON EVENT OF DEFAULT			74
Section 10.1 Event of Default			74
Section 10.2 Termination of Commitments and Acceleration Right			77
Section 10.3 Consultation Rights			78
Section 10.4 Other Remedies			78
Section 10.5 Application of Proceeds			79
ARTICLE 11 [RESERVED]			79
ARTICLE 12 AGENCY PROVISIONS			79
Section 12.1 Appointment			79
Section 12.2 Binding Effect			81

iii


Section 12.3 Use of Discretion			81
Section 12.4 Delegation of Duties			81
Section 12.5 Exculpatory Provisions			82
Section 12.6 Reliance by Agent			82
Section 12.7 Notices of Default			83
Section 12.8 Non Reliance on the Agent and Other Holders			83
Section 12.9 Indemnification			84
Section 12.10 The Agent in Its Individual Capacity			84
Section 12.11 Resignation of the Agent; Successor Agent			84
Section 12.12 Reimbursement by Holders and Lenders			84
Section 12.13 Withholding			85
Section 12.14 Release of Collateral or Guarantors			85
ARTICLE 13 MISCELLANEOUS			86
Section 13.1 Payment of Expenses			86
Section 13.2 Governing Law; Jurisdiction; Jury Trial			87
Section 13.3 Counterparts			87
Section 13.4 Headings			87
Section 13.5 Severability			88
Section 13.6 Entire Agreement; Amendments			88
Section 13.7 Notices			88
Section 13.8 Successors and Assigns; Participants			90
Section 13.9 No Third Party Beneficiaries			92
Section 13.10 Survival			92
Section 13.11 Further Assurances			92
Section 13.12 Indemnification			92
Section 13.13 No Strict Construction			93
Section 13.14 Waiver			93
Section 13.15 Payment Set Aside			93
Section 13.16 Independent Nature of the Lenders’ and the Holders’ Obligations and Rights			94
Section 13.17 Set-off; Sharing of Payments			94
Section 13.18 Limited Subordination			95
Section 13.19 Release of Agent and Lenders			95
Section 13.20 Limited Recourse and Non-Petition			96
Section 13.21 Creditor Debtor Relationship			96
Section 13.22 Joint and Several Liability			97

EXHIBITS

Exhibit A Form of Second Lien Secured Term Note

Exhibit B Form of Pledge and Security Agreement

Exhibit C Form of Secretary’s Certificate

Exhibit D Form of Officer’s Certificate

Exhibit E Form of Compliance Certificate

Exhibit F Form of Joinder Agreement

Exhibit G Index of Closing Documents

SCHEDULES

Schedule 1.1 Program Guidelines

Schedule 7.1 Subsidiaries

Schedule 7.5 Consents

Schedule 7.7 Equity Capitalization

Schedule 7.8 Indebtedness and Other Contracts

Schedule 7.12 Intellectual Property Rights

Schedule 7.14 Absence of Certain Changes; Insolvency

Schedule 7.22 Conduct of Business; Compliance with Laws; Regulatory Permits

Schedule 7.27 ERISA

Schedule 7.32 Transactions with Affiliates

Schedule 7.40 Material Contracts

Schedule 8.3(d) Notice of Certain Proceedings as of First Amendment Effective Date

Schedule 8.25 Existing Investments

SECOND-LIEN
FINANCING AGREEMENT

This SECOND-LIEN FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “Agreement”), dated as of August 8, 2022 is being entered into by and among (a) (i) Elastic SPV, Ltd., (ii) EF SPV, Ltd., and (iii) EC SPV, Ltd., each an exempted company incorporated with limited liability under the laws of the Cayman Islands, on a joint and several basis (individually and collectively as the context may imply, the “Borrower”), (b) Elevate Credit, Inc., a Delaware corporation as a Guarantor (as defined herein) and the other Guarantors from time to time party hereto, (c) the lenders listed on the Schedule of Lenders attached hereto (each individually, a “Lender” and collectively, the “Lenders”) and (d) Park Cities Asset Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined herein).

RECITALS

WHEREAS, each Borrower has entered into a First Lien Facility (defined below) pursuant to which certain liens and security interests were granted in favor of the agent on behalf of the lenders thereunder;

WHEREAS, the parties hereto desire to enter into this Agreement to, among other things, consummate a second-lien secured loan from the Lenders to the Borrower upon the terms and subject to the conditions contained herein; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Borrower shall pay and reimburse the Agent for itself and on behalf of the Holders and Lenders for all costs and expenses, including but not limited to fees, reimbursements, legal costs and expenses, collateral valuations, appraisals, field examinations, third party diligence, lien searches, filing fees, and all other out-of-pocket expenses incurred in connection with the transactions contemplated hereunder.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the Borrower, the Guarantors, the Agent and each Lender hereby agree as follows:

ARTICLE 1

DEFINITIONS; CERTAIN TERMS

Section 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

“956 Impact” has the meaning set forth in Section 8.24.

“1933 Act” means the Securities Act of 1933, as amended.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business line, unit or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person.

“Additional Amount” has the meaning set forth in Section 2.6(a).

“Affiliate” means, with respect to a specified Person, another Person that (i) is a director or officer of such specified Person, or (ii) directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

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

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

“Amounts Due” has the meaning set forth in Section 13.20.

“Asset Sale” means the sale, lease, license, conveyance or other disposition of any assets or rights of any Credit Party or any Credit Party’s Subsidiaries.

“Assignee” has the meaning set forth in Section 13.8.

“Backup Servicer” means a Person, reasonably satisfactory to Agent, that the Borrower has appointed and that is providing backup servicing and its permitted successors and assigns reasonably satisfactory to Agent.

“Backup Servicing Agreement” means the Backup Servicing Agreement among the Credit Parties, the Backup Servicer and the Agent as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

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

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

“Base Rate” means a rate equal to the greater of (i) the SOFR Rate and (iii) one and one-half percent per annum (1.5%).

“Blocked Account” means each “Controlled Account” (as defined in the Security Agreement) that is, subject and subordinate to the rights of the holders of the First Lien Facility, subject to the full dominion and control of the Agent.

“Book Value of Equity” means, as of any date of determination, total assets less intangible assets less total liabilities, in each case, of the Credit Parties and their Subsidiaries.

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

“Borrowing Base” means, on any date of determination, the sum of:

(a)the aggregate principal balance of the portion of the Eligible Consumer Loans in which the Borrower owns a participation interest pursuant to the Participation Agreement on such date (for the avoidance of doubt, any portion of an Eligible Consumer Loan with respect to which an interest is retained by the applicable Originating Bank is excluded hereunder) less any Excess Concentration Amounts multiplied by eighty-five percent (85%); plus

(b)one hundred percent (100%) of the balance of the unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Borrower shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Borrower in a Funding Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For purposes of clarification, unrestricted cash includes all cash of the Borrower that is being held by an ACH provider or the applicable Originating Bank prior to remittance to Borrower.

“Borrowing Base (Total)” means, on any date of determination, the sum of:

(b)one hundred percent (100%) of the balance of the unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Borrower shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Borrower in a Funding Account, Collateral Account or Collection Account on such date for which the Agent shall have a first-priority perfected Lien. For purposes of clarification, unrestricted cash includes all cash of the Borrower that is being held by an ACH provider or the applicable Originating Bank prior to remittance to Borrower.

“Borrowing Base Certificate (First Lien)” means a true and correct copy of any borrowing base certificate delivered under the First Lien Documents.

“Business Day” means any day other than Saturday or Sunday or any day that banks in Dallas, Texas or Chicago, Illinois are required or permitted to close.

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

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

“Cayman AML Regulations” means the Anti-Money Laundering Regulations (As Revised) and The Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands, each as amended and revised from time to time.

“CC Bank” means Capital Community Bank, a Utah chartered state bank.

“CC Financing Agreement” means that certain Financing Agreement dated as of July 31, 2020 by and among EC SPV, Ltd., Elevate Credit, LLC, the other “Guarantors” from time to time party thereto, the “Lenders” from time to time party thereto and Victory Park Management, LLC, as administrative agent, as amended to date.

“CC Facility” means the credit facility established under the CC Financing Agreement and related documents.

“Change of Control” means, (a) with respect to any Credit Party or any Subsidiary of any Credit Party, that such Person shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not such Person is the surviving corporation) another Person or (ii) sell, assign, transfer, lease, license, convey or otherwise dispose of all or substantially all of the properties or assets of such Person to another Person; provided, the foregoing notwithstanding, any of the Elevate Credit Subsidiaries may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time; (b) the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 50% or more of the shares of the outstanding Capital Stock of the Elevate Credit Parent, or, in any event, that number of shares of outstanding Capital Stock of Elevate Credit Parent representing voting control of Elevate Credit Parent, whether by merger, consolidation, sale or other transfer of shares of Capital Stock (other than a merger or consolidation where the stockholders of Elevate Credit Parent prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation); (c) Elevate Credit Parent shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of any of the Elevate Credit Subsidiaries, free and clear of all Liens (other than Liens in favor of the Agent); or (d) the owner of the Capital Stock of the Borrower as of the Closing Date shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of the Borrower.

“Charge Off” means an amount equal to the sum of the outstanding principal balance of Consumer Loans that (i) have a principal payment that became greater than sixty (60) days past due the scheduled payment date, which such scheduled payment date shall not be fourteen (14) days (or, in the case of Modified and Re-Aged Consumer Loans that have been modified in accordance with a modification policy approved in writing by Agent, such other period of days agreed to by Agent) past the original payment date, (ii) are identified as fraudulent or where the underlying borrowers are in bankruptcy proceedings or (iii) is otherwise charged off in accordance with the Program Guidelines, in each case, in the calendar month that includes such date of determination. With respect to the Elastic Consumer Loans (but not Rise Consumer Loans), the Charge Offs shall be applied to lower the principal balance of Consumer Loans on a last-in first-out basis. “Charged Off” shall have a meaning correlative thereto.

“Claims Escrow Account” has the meaning set forth in Section 8.28(a).

“Claims Escrow Account Funding Condition” means a condition that is satisfied if the principal balance of the Claims Escrow Account is five hundred thousand dollars ($500,000).

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

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

“Closing Note” has the meaning set forth in Section 2.1.

“Closing Note Purchase Price” has the meaning set forth in Section 3.1.

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

“Collateral” means the “Collateral” as defined in the Security Agreement.

“Collection Account” means, with respect to the Borrower, a deposit account of Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely amounts collected or received in respect of Consumer Loans and (b) no other party shall have a Lien or shall have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with Borrower.

“Commitment” has the meaning set forth in Section 2.1.

“Commitment Fee” means an amount equal to [****] percent ([****]%) of any funded portion of the Commitment payable in connection with each advance of Loan proceeds.

“Compliance Certificate” means a compliance certificate signed by the chief financial officer of the Borrower (or other authorized executive officer performing a similar function), in substantially the form attached hereto as Exhibit E.

“Consumer Credit” is defined in 12 C.F.R §202.2(h).

“Consumer Loan Agreement” means a consumer loan agreement (together with all related agreements, documents and instruments executed and/or delivered in connection therewith) or similar contract, pursuant to which a Credit Party agrees to make Consumer Loans from time to time.

“Consumer Loans” means each of the following types of loans; provided, Consumer Loans will only be issued to individual residents of the United States of America and in accordance with the applicable Program Guidelines:

(a)unsecured consumer loans (lines of credit) marked as “Elastic” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that are originated by Republic Bank and in which a 90.0% participation interest is sold to Elastic SPV, Ltd.;

(b)unsecured consumer loans (installment loans) marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that are originated by FinWise Bank and in which a 96.0% participation interest is sold to EF SPV, Ltd.;

(c)unsecured consumer loans (installment loans) marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that are originated by CC Bank and in which a 95.0% participation interest is sold to EC SPV, Ltd.; and

(d)unsecured consumer loans (installment loans) marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that are originated by Elevate Credit Subsidiaries through its own state licensure.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

“Control” means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Capital Stock having ordinary voting power for the election of directors of a Person or (ii) to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract, proxy, agency or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corporate Cash” means, as of any date of determination, the sum of unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent and its Subsidiaries (excluding the Borrower and the Other Borrowers) with respect to which Agent has a perfected Lien as of such date of determination.

“Credit Default Swap” means any credit default swap, Hedging Obligation or other similar agreement between any Borrower and an Elevate Credit Party or Affiliate of an Elevate Credit Party pursuant to which a portion of funds required to be paid by the applicable Borrower is or may be used to pay Program Expenses.

“Credit Party” means the Borrower and each Guarantor.

“CSO Loans” means installment loans originated by independent third party lenders, whereby (a) the applicable Elevate Credit Subsidiary acts as a credit services organization on behalf of consumers in accordance with applicable state laws and (b) in order to assist the customer in obtaining a loan under such program, Elevate Credit Parent guarantees, on behalf of the customer, the customer’s payment obligations to the third party lender under the loan.

“Current Interest Rate” means the lesser of (A) the sum of (i) the Base Rate and (ii) the Interest Rate Spread, or (B) [****] percent ([****]%) per annum.

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

“Customer Information” means nonpublic information relating to borrowers or applicants of Consumer Loans, including without limitation, names, addresses, telephone numbers, e-mail addresses, credit information, account numbers, social security numbers, loan balances or other loan information, and lists derived therefrom and any other information required to be kept confidential by the Requirements.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“Debt-to-Equity Ratio” means, with respect to Elevate Credit Parent, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of Elevate Credit Parent and its Subsidiaries (including the Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to Elevate Credit Parent by its stockholders and retained earnings of Elevate Credit Parent, determined in accordance with GAAP, in each case, as of such time reduced by (B) the aggregate amount of cash distributions made by Elevate Credit Parent to any of its stockholders, as of such time.

“Default Rate” means a rate equal to the lesser of (i) the Current Interest Rate plus [****] percent ([****]%) per annum and (ii) the highest lawful rate.

“Destruction” means any and all damage to, or loss or destruction of, or loss of title to, all or any portion of the Collateral (i) in excess of $100,000 in the aggregate for any Fiscal Year or (ii) that results, individually or in the aggregate, in a Material Adverse Effect.

“Diligence Date” has the meaning set forth in Section 7.14(a).

“Diligence Issues” has the meaning set forth in Section 8.20(a).

“Division/Series Transaction” means, with respect to any Credit Party and/or any of its Subsidiaries that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original Credit Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware.

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

“Domestic Credit Party” means a Credit Party that is incorporated or otherwise organized under the laws of a state of the United States.

“Elastic Consumer Loans” means those Consumer Loans referenced in sub-clause (a) of the definition of “Consumer Loans”.

“Elastic Financing Agreement” means that certain Amended and Restated Financing Agreement entered into by and among Elastic SPV, Ltd., as borrower, Elevate Credit, Inc., as a guarantor, the other guarantors party thereto, Victory Park Management, LLC, as collateral agent, and each person who becomes party thereto pursuant to the joinder provisions thereof, as amended to date.

“Elastic Facility” means the credit facility established under the Elastic Financing Agreement and related documents.

“Elevate Credit Parent” shall mean Elevate Credit, Inc., a Delaware corporation.

“Elevate Credit Subsidiaries” means each of (a) the Subsidiaries of Elevate Credit Parent listed on the signature pages hereto as an “Elevate Credit Subsidiary;” and (b) each other Subsidiary formed or acquired by Elevate Credit Parent from time to time after the Closing Date; provided, no Other Borrower shall be deemed to be an Elevate Credit Subsidiary.

“Eligible Consumer Loan” means, as of any date of determination, a Consumer Loan that is subject to a second priority Lien in favor of Agent and which are not any of the following:

(a)Consumer Loan with a principal payment that is greater than sixty (60) days past due on any contractual payment due date or is otherwise a Charged Off Consumer Loan, or is charged off in accordance with the Program Guidelines;

(b)Consumer Loan to employees of any Credit Party;

(c)Consumer Loan not originated to a person domiciled in the United States;

(d)Consumer Loan not denominated in U.S. Dollars;

(e)Consumer Loan involved in litigation or subject to legal, bankruptcy or insolvency proceedings or with underlying borrowers subject to bankruptcy or insolvency proceedings;

(f)Consumer Loan with a balloon payment and/or Consumer Loan that is a non-amortizing account;

(g)With respect to Elastic Consumer Loans, Consumer Loan with original term in excess of twenty (20) months; and with respect to Rise Consumer Loans, Consumer Loan with original term in excess of thirty-six (36) months;

(h)Consumer Loan originated, acquired or participated in a manner that is not in compliance with the Program Guidelines within each respective state where such Consumer Loan is originated;

(i)Consumer Loan that violates applicable consumer protection, state or usury laws in any material respect;

(j)Consumer Loan that is subject to assignment or confidentiality restrictions applicable to the applicable Originating Bank or the underlying borrower;

(k)Consumer Loan originated to residents in states where the applicable Originating Bank was not licensed or registered as required by applicable state law when such Consumer Loan was originated;

(l)With respect to Elastic Consumer Loans, Consumer Loan with an original principal amount greater than $4,500; and with respect to Rise Consumer Loans, Consumer Loan with an original principal amount greater than $10,000;

(m)With respect to Elastic Consumer Loans, Consumer Loan with an annual percentage rate of less than eighty percent (80%); and with respect to Rise Consumer Loans, Consumer Loan with an annual percentage rate of less than thirty percent (30%) and

(n)Consumer Loan that has been modified outside of the Program Guidelines or is a Modified and Re-Aged Consumer Loan that has been modified outside of the modification policy approved in writing by Agent, in each case unless approved by Agent in its sole discretion; provided, for the avoidance of doubt, any reference in this definition to the Program Guidelines shall be the Program Guidelines in effect before any amendment, modification or supplement unless such amendment, modification or supplement has been approved by the Agent in writing in accordance with the definition of “Program Guidelines”.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (a) which is or was sponsored, maintained or contributed to by, or required to be contributed to by, any Credit Party, any Subsidiary of any Credit Party or any of their ERISA Affiliates, or (b) with respect to which, any Credit Party or any Subsidiary of any Credit Party may have liability (contingent or otherwise).

“Environmental Laws” means all applicable federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, the exposure of humans thereto, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all regulatory authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices of violation or similar notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

“Equity Interests” means Capital Stock and all warrants, options and other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock, whether or not such debt security includes the right of participation with Capital Stock).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means, as to any Credit Party, any trade or business (whether or not incorporated) that is a member of a group which includes such Credit Party and which is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) the occurrence of a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation) with respect to an ERISA Affiliate; (b) the failure to meet the minimum funding standards of Sections 412 and 430 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which reasonably might be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or omission which reasonably might be expected to give rise to the imposition on any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Sections 4975 or 4971 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (k) the imposition of a Lien pursuant to Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan.

“Event of Default” has the meaning set forth in Section 10.1.

“Event of Default Commitment Suspension or Termination Notice” has the meaning set forth in Section 10.2(a).

“Event of Default Notice” has the meaning set forth in Section 10.2(a).

“Event of Default Redemption” has the meaning set forth in Section 10.2(a).

“Event of Default Redemption Notice” has the meaning set forth in Section 10.2(a).

“Event of Default Redemption Price” has the meaning set forth in Section 10.2(a).

“Event of Loss” means any Destruction to, or any Taking of, any asset or property of any Credit Party or any of their Subsidiaries.

“Excess Concentration Amount” shall include the following:

(a)The aggregate principal balance of all Eligible Consumer Loans, as of any date of determination, that have principal payments that are greater than or equal to one (1) day past due and less than or equal to thirty (30) days past due on such date in excess of (i) seven percent (7%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Elastic Consumer Loans, and (ii) ten percent (10%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Rise Consumer Loans;

(b)The aggregate principal balance of all Eligible Consumer Loans, as of any date of determination, that have principal payments that are greater than thirty (30) days and less than or equal to sixty (60) days past due on such date in excess of (i) four and one-half percent (4.5%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Elastic Consumer Loans, and (ii) five and one-half percent (5.5%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Rise Consumer Loans; or

(c)The aggregate principal balance of all Eligible Consumer Loans that are Modified and Re-Aged Consumer Loans in excess of (i) five percent (5%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Elastic Consumer Loans, and (ii) five percent (5%) of the aggregate principal balance of all of the Eligible Consumer Loans that are Rise Consumer Loans, or

(d)The aggregate principal balance of all Eligible Consumer Loans that are Rise Consumer Loans that have a contractual interest rate per annum that is less than 60%, together with the aggregate principal balance (without duplication) of all “Eligible US Consumer Loans” and “Eligible Consumer Loans” (each as defined in the Other Financing Agreement) that have a contractual interest rate per annum that is less than 60%.

“Excess Spread (Elastic)” means with respect to Elastic Consumer Loans, as of any date of determination, the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Elastic Consumer Loans less any Charge Offs, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of Elastic Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from Elastic Consumer Loans less any Charge Offs, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of Elastic Consumer Loans as of the first day of the calendar month that includes such date of determination.

“Excess Spread (60% or greater APR)” means with respect to Rise Consumer Loans, as of any date of determination, with respect to any Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that have a contractual interest rate per annum of 60% or greater, the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes such date of determination.

“Excess Spread (Below 60% APR)” means with respect to Rise Consumer Loans, as of any date of determination, with respect to any Consumer Loans marked as “Rise” on the monthly financial statements provided to Agent pursuant to Section 8.2(a) that have a contractual interest rate per annum that is less than 60%, the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month immediately prior to the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month immediately prior to the calendar month that includes such date of determination; provided, if the date of determination is the last day of the calendar month, “Excess Spread” means the ratio expressed as a percentage of (a) the aggregate amount of interest collections from such Consumer Loans less any Charge Offs of such Consumer Loans, in each case, in the calendar month that includes such date of determination over (b) the aggregate principal balance of such Consumer Loans as of the first day of the calendar month that includes such date of determination.

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

“Extraordinary Receipts” means any cash received by any Credit Party or any of their Subsidiaries outside the ordinary course of business (and not consisting of proceeds described in Sections 2.3(b)(i), (b)(ii), (b)(iii), (b)(iv) or (b)(vi)), including, without limitation, (a) foreign, United States, state or local tax refunds outside the ordinary course of business, (b) pension plan reversions outside the ordinary course of business, (c) judgments, proceeds of settlements or other consideration of any kind in excess of $500,000 in the aggregate in connection with any cause of action (but excluding any amounts received in connection with the collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Eligible Consumer Loans and that have been settled or charged off) and (d) any purchase price adjustment received in connection with any Acquisition.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code, or any U.S. or non-U,S, fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.

“Federal or Multi-State Force Majeure Affected Amount” means, as of any date of determination, an amount equal to the aggregate outstanding principal amount of the Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans that remain outstanding on such date to borrowers residing in state(s) directly affected by a Federal or Multi-State Force Majeure Event (which amount with respect to each such Consumer Loan shall not exceed the outstanding principal amount of such Consumer Loan on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the Notes on such date.

“Federal or Multi-State Force Majeure Event” means (i) any regulatory event or regulatory change at the federal level or in any group of states acting in concert in which the Credit Parties originate Consumer Loans, in each case, that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans in such affected jurisdictions pursuant to the Program or another program of a type similar to the Program or (ii) the termination by the applicable Originating Bank of the applicable Program and the failure by the Credit Parties, after using commercially reasonable efforts during the termination period specified in the applicable Originating Bank’s termination notice, to arrange for another partner to originate Consumer Loans or similar products under the Program or another program of similar type to the Program, either of which resulting in a Federal or Multi-State Force Majeure Affected Amount equal to two-thirds or more of the aggregate principal amount then outstanding under the Notes as of the applicable date of determination.

“FinWise Bank” means FinWise Bank, a Utah state chartered bank.

“FinWise Financing Agreement” means that certain Financing Agreement entered into by and among EF SPV, Ltd., as borrower, Elevate Credit, Inc., as a guarantor, the other guarantors party thereto, Victory Park Management, LLC, as collateral agent, and each person who becomes party thereto pursuant to the joinder provisions thereof, as amended to date.

“FinWise Facility” means the credit facility established under the FinWise Financing Agreement and related documents.

“First Anniversary” means the first anniversary of the Closing Date.

“First Lien Documents” means collectively any and all agreements, instruments, or documents evidencing or governing any First Lien Facility, and “First Lien Document” means any of the First Lien Documents individually.

“First Lien Facility” individually or collectively, as the context may imply, the CC Facility, the FinWise Facility, and the Elastic Facility.

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

“Fiscal Year” means a fiscal year of the Credit Parties.

“Foreign Lender” means a Lender or a Holder that is not a US Person.

“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not incorporated or otherwise organized under the laws of a state of the United States of America.

“Foreign Subsidiary Credit Party” means any Credit Party that is a Foreign Subsidiary.

“Four Month Charge Off Rate” means, as of any date of determination and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the fourth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

“Funding Account” means, with respect to the Borrower, a deposit account of Borrower approved in writing by the Agent, in which (a) all funds on deposit therein shall be solely used to fund Consumer Loans and for no other purpose and (b) no other party shall have a Lien or shall have perfected a Lien, other than any Lien of the Agent and customary common law or statutory rights of setoff of banks arising in connection with their depository relationship with Borrower.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision of any of the foregoing, whether federal, state or local, and any agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means (i) Elevate Credit Parent (ii) each of the Elevate Credit Subsidiaries, and (iii) each other Person that guarantees in writing all or any part of the Obligations.

“Guarantor Payment” has the meaning set forth in Section 9.7(a).

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (ii) other agreements or arrangements designed to manage interest rates or interest rate risk; and (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a holder of a Note.

“Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “financing leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, notes or similar instruments whether convertible or not, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all indebtedness referred to in clauses (i) through (v) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, (vii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vi) above; (viii) banker’s acceptances; (ix) the balance deferred and unpaid of the purchase price of any property or services due more than three months after such property is acquired or such services are completed; (x) Hedging Obligations (provided, however, any Hedging Obligation with an Affiliate as the counterparty shall be subject to Section 8.10(b)); and (xi) obligations under convertible securities of any Credit Party or any of their Subsidiaries. In addition, the term “Indebtedness” of any Credit Party or any of their Subsidiaries, as applicable, includes (a) all Indebtedness of others secured by a Lien on any assets of any Credit Party or any of their Subsidiaries (whether or not such Indebtedness is assumed by any Credit Party or any of such Subsidiaries), (b) to the extent not otherwise included, the guarantee by any Credit Party or any of their Subsidiaries of any Indebtedness of any other Person and (c) the absolute value of any negative amounts in any accounts owned by any Credit Party.

“Indemnified Liabilities” has the meaning set forth in Section 13.12.

“Indemnitees” has the meaning set forth in Section 13.12.

“Insolvency Proceeding” means any corporate action, legal proceeding or other procedure or formal step taken in relation to (a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise (other than for the purpose of a reconstruction or amalgamation the terms of which have been approved by the Agent)) of Elevate Credit Parent, any of its Subsidiaries or the Borrower; (b) a composition, compromise, assignment or arrangement with any creditor of Elevate Credit Parent, any of its Subsidiaries or the Borrower; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of Elevate Credit Parent, any of its Subsidiaries or the Borrower or any of their respective assets; or (d) enforcement of any security over any assets of Elevate Credit, any of its Subsidiaries or the Borrower, in each case, or any analogous procedure or formal step taken in any jurisdiction.

“Insolvent” means, with respect to any Person, (a) the present fair saleable value in a non-liquidation context of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness as applicable, or the fair value of the assets of such Person is less than its total liabilities (taking into account contingent and prospective liabilities), (b) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities fall due or become absolute and matured, (c) such Person incurs debts that would be beyond its ability to pay as such debts mature, (d) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted, (e) such Person is deemed to, or is declared to, be unable to pay its debts under applicable law, (f) such Person suspends or threatens in writing to suspend making payments on any of its debts, (g) a moratorium is declared in respect of any Indebtedness of such Person, or (h) as of such date of determination, to the extent such Person is a Borrower, based on information derived from the Borrower’s internal analysis of the assets held by the Borrower and contemplated to be held by the Borrower following such issuance and purchase of Notes and the Borrower’s reasonable forecasts in good faith (which forecasts shall be mutually acceptable to the Borrower and Agent (in each case, which acceptance shall not be unreasonably conditioned, withheld or delayed)), that it is expected that any Obligations under the Notes will not be fully and timely paid when due. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

“Intellectual Property Rights” has the meaning provided in Section 7.12.

“Intellectual Property Security Agreements” means each trademark security agreement, each patent security agreement and each copyright security agreement, each in form and substance reasonably acceptable to the Agent, entered into from time to time by and among the applicable Credit Party or the applicable Guarantor and the Agent.

“Interagency Guidelines” means the Interagency Guidelines Establishing Information Security Guidelines, as set forth in Appendix B to 12 C.F.R. Part 30.

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

“Interest Rate Spread” means thirteen and one-quarter percent (13.25%) per annum.

“Inventory” has the meaning provided in the UCC.

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

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

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

“Joinder Agreement” has the meaning set forth in Section 8.24.

“Late Charge” has the meaning provided in Section 2.4.

“Lender” and “Lenders” has the meaning set forth in the introductory paragraph hereto.

“Lien” means any mortgage, lien, pledge, security interest, conditional sale or other title retention agreement, charge or other security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease or license in the nature thereof, any option or other agreement to sell or give a security interest in, or any agreement or arrangement having similar effect.

“Loan to Value Ratio (First Lien)” means, as of any date of determination, the ratio of (a) the outstanding principal balance of the First Lien Facility to (b) the Borrowing Base, in each case, as of such date of determination.

“Loan to Value Ratio (Total)” means, as of any date of determination, the ratio of (a) the sum of (i) the outstanding principal balance of the First Lien Facility plus (ii) the outstanding principal balance of the Notes to (b) the Borrowing Base (Total), in each case, as of such date of determination.

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

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

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

“M&A Event” means a Change of Control of Elevate Credit Parent.

“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, the Collateral, results of operations, or condition (financial or otherwise) or prospects of the Credit Parties and their Subsidiaries, taken as whole, or on the transactions contemplated hereby or by the other Transaction Documents, or on the authority or ability of any Credit Party or any of their respective Subsidiaries to fully and timely perform its obligations under any Transaction Document, in each case, as determined by the Agent in its sole but reasonable discretion.

“Material Contract” means any contract or other arrangement to which any Credit Party or any of its Subsidiaries is a party (other than the Transaction Documents) for which breach, nonperformance, cancellation, termination or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means the earlier of (a) March 31, 2024 and (b) such earlier date as the unpaid principal balance of all outstanding Notes becomes due and payable pursuant to the terms of this Agreement and the Notes.

“Maximum Commitment” means $15,000,000.

“Modified and Re-Aged Consumer Loans” means Consumer Loans that were modified at any time after origination and meet the definition of a trouble debt restructuring under GAAP.

“Mortgage” means a mortgage or deed of trust, in form and substance reasonably satisfactory to the Agent, as it may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“Net Proceeds” has the meaning set forth in Section 13.20.

“New Guarantor” has the meaning set forth in Section 8.24.

“New Indebtedness Opportunity” has the meaning set forth in Section 8.19.

“Non-Excluded Taxes” (a) any and all Taxes, other than Excluded Taxes, and (b) to the extent not otherwise described in (a), Other Taxes.

“Notes” has the meaning set forth in Section 2.1.

“Notice of Purchase and Sale” means a notice given by the Borrower to the Agent pursuant to Section 2.1, in form and substance reasonably acceptable to Agent.

“Obligations” means any and all obligations, liabilities and indebtedness, including without limitation, principal, interest (including, but not limited to, interest calculated at the Default Rate and post-petition interest in any proceeding under any Bankruptcy Law), Late Charges, Unused Line Fees, Prepayment Premium, and other fees, costs, expenses and other charges and other obligations arising under the Transaction Documents, of the Credit Parties to the Agent, the Holders and the Lenders or to any parent, affiliate or subsidiary of the Agent, such Holders or such Lenders of any and every kind and nature, howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including, without limitation, obligations of performance), whether several, joint or joint and several, and whether arising or existing under written or oral agreement or by operation of law.

“Original Jurisdiction” means, in relation to a Credit Party, the jurisdiction under whose laws that Credit Party is incorporated as of the Closing Date or, in the case of a New Guarantor, as of the date on which such New Guarantor becomes party to this Agreement as a New Guarantor.

“Originating Bank” means (i) with respect to Elastic SPV, Ltd., Republic Bank; (ii) with respect to EF SPV, Ltd., FinWise Bank; and (iii) with respect to EC SPV, Ltd., CC Bank.

“Other Borrowers” means the “Borrowers” under and as defined in the VPC Rise Financing Agreement.

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

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

“Participant Register” has the meaning set forth in Section 13.8.

“Participation Agreement” means (i) with respect to Elastic SPV, Ltd., the Participation Agreement dated as of July 1, 2015, by and between such Borrower and Republic Bank; (ii) with respect to EF SPV, Ltd., the Participation Agreement dated as of October 15, 2018, by and between such Borrower and FinWise Bank; and (iii) with respect to EC SPV, Ltd., the Participation Agreement dated as of July 31, 2020, by and between such Borrower and CC Bank.

“Past Due Roll Rate” means the rate expressed as a percentage, as of the last day of any calendar month, of the ratio of (i) the aggregate outstanding principal balance of Consumer Loans (a) that have a principal payment that is one or more days past due but not greater than thirty days past due or (b) that did not have a principal payment that is one or more days past due in the calendar month immediately prior to the calendar month that includes the date of determination but became charged off in accordance with the Program Guidelines in the calendar month that includes such date of determination, in each case, in the calendar month that includes such date of determination to (ii) the aggregate outstanding principal balance of Consumer Loans that do not have a principal payment that became one or more days past due or is otherwise charged off in accordance with the Program Guidelines, in each case, as of the last day of the calendar month immediately prior to the calendar month that includes such date of determination.

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

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Sections 412 and 430 of the Code or Section 302 of ERISA.

“Permitted Dispositions” means (i) sales of Inventory in the ordinary course of business, (ii) disposals of obsolete, worn out or surplus equipment in the ordinary course of business, (iii) the granting of Permitted Liens, (iv) the licensing of patents, trademarks, copyrights and other Intellectual Property Rights in the ordinary course of business consistent with past practice, (v) subject to no adverse selection by the Credit Parties, dispositions and sales of Consumer Loans by the Credit Parties for which Lender has not provided funding for Borrower to purchase a participation interest therein, (vi) collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Eligible Consumer Loans and that have been settled or charged off, and (vii) reasonable expenditures of cash in the ordinary course of business or as otherwise approved by the board of directors (or similar governing body) of the applicable Credit Party.

“Permitted Indebtedness” means (I) the Indebtedness under any of the First Lien Facility, the Pine Hill Facility, the Today Card Facility, and the VPC Rise Facility, in each case as in effect as of the Closing Date, and (II) (i) Indebtedness of any (A) Domestic Credit Party to Elevate Credit Parent or any other Domestic Credit Party and (B) Foreign Subsidiary Credit Party to any other Foreign Subsidiary Credit Party; provided, in each case, all such Indebtedness shall be unsecured, (ii) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with customary deposit accounts maintained by any Credit Party as part of its ordinary cash management program, (iii) performance guaranties in the ordinary course of business and consistent with historic practices of the obligations of suppliers, customers, franchisees and licensees of Elevate Credit Parent and its subsidiaries, (iv) guaranties by Elevate Credit Parent of Indebtedness of any subsidiary Credit Party or guaranties by any Domestic Credit Party of any Indebtedness of Elevate Credit Parent with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this definition, (v) Indebtedness which is secured by Liens permitted under clause (xii) of the definition of “Permitted Liens”, (vi) Indebtedness of any subsidiary Credit Party with respect to financing leases; provided, the principal amount of such Indebtedness shall not exceed at any time $5,000,000 for such subsidiary Credit Parties, (vii) purchase money Indebtedness of any subsidiary Credit Parties; provided, (A) any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (B) the aggregate amount of all such Indebtedness shall not exceed at any time $2,500,000 in the aggregate for such subsidiary Credit Parties, (viii) other unsecured Indebtedness of any subsidiary Credit Party, which is subordinated to the Obligations on terms acceptable to Agent in its sole discretion in an aggregate amount not to exceed at any time $25,000,000, excluding any CSO Loans and (ix) guaranties by the Credit Parties in favor of the Agent, for the benefit of the Lenders and the Holders, hereunder and under

the other Transaction Documents; provided, that no Indebtedness otherwise permitted by clauses (viii) or (ix) shall be assumed, created, or otherwise refinanced if an Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred or would result therefrom.

“Permitted Issuance Date” means any two Business Days of each calendar month during the term of this Agreement; provided, that no Permitted Issuance Date will be within 5 Business Days of another Permitted Issuance Date.

“Permitted Liens” means (I) Liens securing the Indebtedness under any of the First Lien Facility, the Pine Hill Facility, the Today Card Facility, and the VPC Rise Facility, in each case as in effect as of the Closing Date, and (II) (i) Liens in favor of the Agent, for the benefit of the Lenders and the Holders, (ii) Liens for Taxes, assessments and other governmental charges not delinquent or if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, (iii) statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to §§401 (a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (A) for amounts not yet overdue, or (B) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, (iv) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof, (v) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the value or use of the property to which such Lien is attached or with the ordinary conduct of the business of such Person, (vi) any interest or title of a lessor or sublessor under any lease of real estate, (vii) Liens solely on any cash earnest money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder, (viii) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (ix) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (x) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property, in each case which do not and will not interfere with or affect in any material respect the use, value or operations of any real estate assets or in the ordinary conduct of the business of such Person, (xi) licenses of patents, trademarks and other intellectual property rights granted by such Person in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Person, (xii) Liens (A) which are junior in priority to those of the Agent, for the benefit of the Lenders and the Holders, pursuant to a subordination agreement acceptable to the Agent, (B) which may not be foreclosed upon without the consent of the Agent, (C) which attach only to goods and (D) which, in the aggregate, do not secure Indebtedness in excess of $1,000,000, and (xiii) Liens securing Indebtedness permitted pursuant to clause (ix) of the definition of Permitted Indebtedness; provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness.

“Permitted Redemption” means the redemption of Notes permitted pursuant to Section 2.3(a).

“Permitted Redemption Amount” has the meaning set forth in Section 2.3(a)(i).

“Permitted Redemption Date” means the date on which the Borrower has elected to redeem the Notes in accordance with Section 2.3(a).

“Permitted Redemption Notice” has the meaning set forth in Section 2.3(a)(i).

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

“Pine Hill Facility” means that certain subordinated secured credit facilities provided by Pine Hill Finance LLC under which one or more Credit Parties are obligated.

“Pine Hill Intercreditor Agreement” has the meaning set forth in Section 5.1(f).

“Plan” means any Multiemployer Plan or Pension Plan.

“Prepayment Premium” means the premium to be paid in connection with certain prepayments of the Notes pursuant to this Agreement, including pursuant to Section 2.3(a) and Section 2.3(b), but specifically excluding any mandatory prepayment pursuant to Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi)). Such prepayment premium shall be equal to, with respect to such prepayment to be made or made during any period set forth in the table below, the product of (a) the percentage set forth beside such period in such table and (b) the aggregate principal amount of the Notes then prepaid or required to be prepaid:


Period			Prepayment Premium
From the Closing Date through the First Anniversary			[N/A – Prepayments not permitted except as set forth below]
After the First Anniversary			[****]%

;provided, that such prepayment premium in connection with a prepayment of the Notes pursuant to Section 2.3(a) in connection with an M&A Event shall equal an amount equal to the product of the highest aggregate principal amount of the Notes at any time prior to such prepayment multiplied by (B) [****] percent ([****]%).

“Principal Only Assignment” has the meaning set forth in Section 13.8.

“Pro Rata Payment” has the meaning set forth in Section 2.3(c)(ii).

“Proceeding” has the meaning set forth in Section 7.15.

“Program” means the lending program for each Borrower for the solicitation, marketing, and origination of Consumer Loans pursuant to the applicable Program Guidelines.

“Program Expenses” any actual, out-of-pocket expenses or costs required to be paid by any Credit Party to any third party that is not an Affiliate of any Credit Party pursuant to written agreements and program agreements related to any Program.

“Program Guidelines” means, for each Borrower, those guidelines established by the applicable Originating Bank, attached as Schedule 1.1 hereto, for the administration of the Program, as amended, modified or supplemented from time to time by such Originating Bank with the prior written consent of the applicable Borrower to the extent such consent is required pursuant to the applicable Participation Agreement; provided, no Borrower will provide such consent without the prior written consent of the Agent.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

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

“Receivables” means the indebtedness and other obligations owed to the Borrower, Elevate Credit Parent or any other Credit Party in connection with any and all liens, title retention and security agreements, chattel mortgages, chattel paper, bailment leases, installment sale agreements, instruments, consumer finance paper and/or promissory notes securing and evidencing unsecured multi-pay consumer installment loans made, and/or time sale transactions or acquired by a Credit Party which were originated in accordance with the Program Guidelines.

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

“Related Parties” of any Person means such Person’s Affiliates or any of its respective partners, directors, agents, employees and controlling persons.

“Released Parties” has the meaning set forth in Section 13.19.

“Releasing Parties” has the meaning set forth in Section 13.19.

“Relevant Jurisdiction” means, in relation to a Credit Party, (a) its Original Jurisdiction; (b) any jurisdiction where any asset subject to or intended to be subject to the Collateral to be created by it is situated; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

“Republic Bank” means Republic Bank & Trust Company, a Kentucky banking corporation, and its successors and assigns.

“Required Lenders” means at any time (a) the Lenders then holding more than fifty percent (50%) of the aggregate Maximum Commitments then in effect plus the aggregate unpaid principal balance of the Notes then outstanding, or (b) if the Maximum Commitments have been terminated, the Holders of Notes then holding more than fifty percent (50%) of the aggregate unpaid principal balance of the Notes then outstanding.

“Required Prepayment Date” has the meaning set forth in Section 2.3(d).

“Requirements” means all applicable federal and state laws and regulations related, directly or indirectly, to the following: credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and regulations and industry guidance and requirements (including, but not limited to, guidance issued by the Payment Card Industry); the USA Patriot Act; the Office of Foreign Asset Controls’ rules and regulations; the Interagency Guidelines; debt collection and debt collection practices laws and regulations applicable to the Credit Parties or the Program; the federal Truth in Lending Act; the federal Electronic Funds Transfer Act; the federal Equal Credit Opportunity Act; the federal Gramm-Leach-Bliley Act; and the federal Fair Debt Collection Practices Act.

“Reviewing Party” or “Reviewing Parties” has the meaning set forth in Section 8.20(a).

“Rise Consumer Loans” means all Consumer Loans other than Elastic Consumer Loans.

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

“Security Agreement” means a Pledge and Security Agreement, substantially in the form attached hereto as Exhibit B.

“Security Documents” means the Security Agreement, the Intellectual Property Security Agreements and all other instruments, documents and agreements delivered by any of the Credit Parties, any of their respective Subsidiaries, Affiliates or any equityholder of any of the Credit Parties in order to grant to Agent (on behalf of the Lenders), any Lender or any Holder a Lien on any real, personal or mixed Property of such Person as security for the Obligations.

“SOFR Rate” means, with respect to any Business Day, a rate per annum equal to Daily Simple SOFR for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“State Force Majeure Event” means any regulatory event or regulatory change in any state in which the Credit Parties originate Consumer Loans that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans in such state pursuant to the Program or another program of a type similar to the Program.

“State Force Majeure Paydown Amount” means, as of any date of determination, an amount designated in writing by the Borrower to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans that remain outstanding on such date to borrowers residing in state(s) affected by a State Force Majeure Event (which amount with respect to each such Consumer Loan shall not exceed the outstanding principal amount of such Consumer Loan on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the US Notes on such date.

“Subsequent Closing” has the meaning set forth in Section 3.2.

“Subsequent Closing Date” has the meaning set forth in Section 3.2.

“Subsequent Closing Note Purchase Price” has the meaning set forth in Section 3.2.

“Subsidiaries” has the meaning set forth in Section 7.1.

“Taking” means any taking of any property of any Credit Party or any of their Subsidiaries or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use of such assets or any portion thereof, by any Governmental Authority, civil or military (i) in excess of $250,000 in the aggregate for any Fiscal Year or (ii) that results, either individually or in the aggregate, in a Material Adverse Effect.

“Taxes” means any and all current or future (a) foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, parking, unclaimed property/escheatment, natural resources, severance, stamp, occupation, occupancy, ad valorem, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax of any kind whatsoever, (b) any liability for the payment of amounts of the type described in clause (a) hereof as a result of being at any time a transferee of, or a successor in interest to, any person, and (c) any interest, penalties or additions to tax or additional amounts (whether disputed or not) in respect of the foregoing.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Today Card Entity” means any of Today Card, LLC, Today Marketing, LLC, and Today SPV, LLC taken individually, and “Today Card Entities” means all such entities taken collectively.

“Today Card Facility” means that certain senior secured credit facilities provided by PCAM Credit XV, LLC under which a certain Affiliate of Borrower (Today Card SPV, LLC) is the “Borrower” and one or more Credit Parties are obligated.

“Total Cash” means, as of any date of determination, the sum of all unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent and all other Credit Parties. For purposes of clarification, unrestricted cash includes all cash of the Credit Parties that is being held by an ACH provider prior to remittance to a Credit Party.

“Trailing Excess Spread (Elastic)” means, as of any date of determination, the average of the Excess Spread (Elastic) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“Trailing Excess Spread (60% or greater APR)” means, as of any date of determination, the average of the Excess Spread (60% or greater APR) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“Trailing Excess Spread (Below 60% APR)” means, as of any date of determination, the average of the Excess Spread (Below 60% APR) in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“Trailing Four Month Charge Off Rate” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Four Month Charge Off Rate.

“Trailing Past Due Roll Rate” means, as of any date of determination, the average, of the Past Due Roll Rate in (i) the calendar month immediately prior to the calendar month that includes such date of determination and (ii) the calendar month that includes such date of determination.

“Trailing Twelve Month Charge Off Rate” means, as of any date of determination, the average, for each of the three (3) immediately preceding completed months, of the Twelve Month Charge Off Rate.

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

“Twelve Month Charge Off Rate” means, as of any date of determination and with respect to any Vintage Pool, the ratio of (i) the aggregate Charge Off amount in such Vintage Pool during the period beginning on the applicable date of origination through the end of the month of such origination and ending on the twelfth consecutive calendar month after such month of origination to (ii) the aggregate principal balance of such Vintage Pool at the time of origination.

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

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“Unused Line Fees” has the meaning set forth in Section 2.10.

“US Tax Compliance Certificate” has the meaning set forth in Section 2.6(d).

“Vintage Pool” means and refers to, at any given time, all Consumer Loans that were originated by the applicable Originating Bank in a particular calendar month. By way of example, and not by way of limitation, all Consumer Loans that were originated in December 2018 shall constitute one Vintage Pool for the calendar month that ended on December 31, 2018; all Consumer Loans that were originated in January 2019 shall constitute one Vintage Pool for the calendar month that ended on January 31, 2019; all Consumer Loans that were originated in February 2019 shall constitute one Vintage Pool for the calendar month that ended on February 28, 2019; and so on.

“VPC Rise Financing Agreement” means the Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 by and among Rise SPV, LLC, Elevate Credit Service, LLC, the other “Guarantors” from time to time party thereto, the “Lenders” from time to time party thereto and Victory Park Management, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.

“VPC Rise Facility” means that certain senior secured credit facilities provided by Victory Park Capital and Affiliates under which certain Affiliates of Borrower (Rise SPV) is the “Borrower” and one or more Credit Parties are obligated as evidenced in part by the VPC Rise Financing Agreement; provided, for the sake of clarification, the First Lien Facility shall not be within this definition of VPC Rise Facility.

“VPC Intercreditor Agreement” has the meaning set forth in Section 5.1(f).

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

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

Section 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations).

Section 1.3 Accounting and Other Terms. Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the financial statements delivered to Agent pursuant to Section 8.2. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”.

ARTICLE 2

BORROWER’S AUTHORIZATION OF ISSUE

Section 2.1Second Lien Secured Term Notes.

(a)The Borrower has authorized (a) the issuance to the Lenders on the Closing Date of second lien secured term notes in the aggregate principal amount of $15,000,000 (the “Closing Notes”) and (b) the issuance to the Lenders after the Closing Date of additional second lien secured term notes in the aggregate principal amount not to exceed, together with the aggregate principal amount of the Closing Notes, the Maximum Commitment, in each case of the foregoing clauses (a) and (b), to be dated the date of issuance thereof, to mature on the Maturity Date, to bear interest as provided in Section 2.2 below and to be in the form of Exhibit A hereto (the “Notes”). The commitment of each Lender to fund its pro rata share of Notes issued by the Borrower as of the Closing Date is set forth opposite such Lender’s name in column three (3) of Section 1 of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Commitment”). The Borrower shall repay the outstanding principal balance of the Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2

or redeemed or prepaid in accordance with Section 2.3. The proceeds of future purchases of Notes by the Lenders shall be disbursed as the Borrower shall direct on each issuance date of such Note, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below; provided, however, that, after giving effect to any such issuance and purchase of Notes, the aggregate principal amount of all Notes shall not exceed the Maximum Commitment. The Borrower shall deliver to or shall procure the delivery to the Agent a Notice of Purchase and Sale setting forth each proposed issuance of Notes not later than noon, Dallas, Texas time, on the fifteenth (15th) day prior to the proposed issuance date upon which the Borrower desires to issue Notes for purchase by the Lenders, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower shall be entitled to deliver only two (2) Notices of Purchase and Sale during each calendar month. Each Notice of Purchase and Sale required hereunder (i) shall be irrevocable, (ii) shall specify the amount of the proposed issuance (which shall be in increments of not less than $100,000) under the Notes, (iii) shall specify the proposed issuance date for such proposed issuance, which shall be a Permitted Issuance Date and (iv) shall specify wire transfer instructions in accordance with which such issuance under the Notes shall be funded, to the extend purchased by the Lenders. Upon receipt of any such Notice of Purchase and Sale, the Agent shall promptly notify each Lender thereof and of the amount of such Lender’s pro rata share of the proposed issuance (provided, that at the election of the Agent and each applicable Lender, such Lender(s) may agree to purchase such proposed issuance of Notes on a non pro rata basis in amounts acceptable to Agent and such Lender(s) in their sole discretion and in the event of any such non pro rata purchase by such Lender(s), (i) such Lender(s) purchasing less than their pro rata share of the proposed issuance of Notes shall be automatically deemed to have assigned to the applicable Lender(s) purchasing more than their pro rata share of the proposed issuance of Notes (and such Lender(s) purchasing more than their pro rata share of the proposed issuance of Notes shall be automatically deemed to have assumed) a percentage interest in the respective Commitments of such Lender(s) purchasing less than their pro rata share of the proposed issuance of Notes in amounts sufficient to give effect to such non pro rata purchase and such assignment shall otherwise be deemed to be made pursuant to, and in accordance with, the terms of Section 13.8 without further action or documentation by any Person and (ii) the Schedule of Lenders attached hereto shall be updated by Agent to reflect such assignments of the Commitments) and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender holding a Commitment shall fund its pro rata share of the proposed issuance of the Notes (subject to, and except as set forth in, the preceding parenthetical in this sentence) on the applicable Permitted Issuance Date in immediately available funds in accordance with the terms of such Notice of Purchase and Sale. Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower shall not be entitled to specify more than, two (2) Permitted Issuance Dates. At Lender’s election, Lender may waive the requirements set forth above related to the Notice of Purchase and Sale with respect to the Closing Notes.

Section 2.2Interest. The Borrower shall pay interest on the unpaid principal amount of the Notes, in each case, at the rates, time and manner set forth below:

(a)Rate of Interest. Each Note shall bear interest on the unpaid principal amount thereof from the date issued through the date such Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current Interest Rate, which shall be a variable rate that shall automatically adjust, if applicable, following any change in the Daily Simple SOFR. Interest on each Note shall be computed on the basis of a 360-day year and actual days elapsed and, subject to Section 2.2(b), shall be payable monthly, in arrears, on the [****] ([****]) Business Day following the last day of each calendar month during the period beginning on the date such Note is issued (the “Issuance Date”) and

ending on, and including, the date on which the Obligations under such Note are paid in full (each, an “Interest Date”).

(b)Interest Payments. Interest on each Note shall be payable on each Interest Date or at any such other time the Notes become due and payable (whether by acceleration, redemption or otherwise) by the Borrower to the Agent, for the account of the record holder of such Note, on the applicable Interest Date. Each Interest Date shall be considered the last day of an accrual period for U.S. federal income tax purposes. Notwithstanding anything herein to the contrary, any payment of accrued but unpaid interest due and owing on any Note shall be made by cash only by wire transfer of immediately available funds.

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

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

Section 2.3Redemptions and Payments.

(a)Permitted Redemption.

(i)To the extent approved in advance by Agent in Agent’s sole discretion, the Borrower may at any time after the First Anniversary, at its option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “Permitted Redemption”); provided that, a Permitted Redemption may occur prior to First Anniversary only in connection with an M&A Event. Unless otherwise approved by Agent and Lenders, the Borrower may not, at any time, redeem the Notes in part. On or prior to the date which is the thirtieth (30th) calendar day prior to the proposed Permitted Redemption Date, the Borrower shall deliver written notice (the “Permitted Redemption Notice”) to the Agent stating (i) that the Borrower elects to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “Permitted Redemption Amount” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents.

The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

(ii)A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable; provided that such Permitted Redemption Notice may be revoked if for any reason the applicable M&A Event covered by such Permitted Redemption Notice is terminated prior to closing. If the Borrower elects to redeem the Notes pursuant to a Permitted Redemption under Section 2.3(a), then the Permitted Redemption Amount which is to be paid to the Agent, on behalf of the Holders, on the Permitted Redemption Date shall be redeemed by the Borrower on the Permitted Redemption Date, and the Borrower shall pay to the Agent, on behalf of the Holders, on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount.

(iii)Notwithstanding the foregoing and anything to the contrary herein, (A) if a Federal or Multi-State Force Majeure Event shall have occurred or (B) if the Lenders shall fail to purchase additional Notes requested by the Borrower after the Closing Date in accordance with Section 2.1 and provided that all conditions of such purchase set forth in Section 5.2 shall have been satisfied at the time thereof (a “Qualified Funding Failure”), then the Borrower shall have the right, exercisable upon at least sixty (60) calendar days’ prior written notice to the Agent, to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium, which Permitted Redemption shall otherwise be made in accordance with the provisions of Section 2.3(a)(i) hereof; provided, that such right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium shall expire (x) in the case of the foregoing clause (A), upon the cessation of such Federal or Multi-State Force Majeure Event or (y) in the case of the foregoing clause (B), upon written notice from the Agent to the Borrower, given no later than ten (10) calendar days after the Agent’s receipt of the Borrower’s notice of redemption under the foregoing Section 2.3(a)(iii)(B) stating that the Lenders are thereafter willing and able to purchase additional Notes requested by the Borrower, in accordance with Section 2.1 and provided that all conditions of such purchase set forth in Section 5.2 shall have been satisfied at the time thereof; provided further, that, in the case of a Permitted Redemption in respect of the foregoing clause (A), if such Federal or Multi-State Force Majeure Event ceases within one (1) year following such Permitted Redemption, the Credit Parties shall give the Agent and Lenders the right to participate in any new Program or substantially similar program to the Program. For purposes of clarification, prior to the expiration of the ten (10) calendar day (or longer, as the case may be) notice of purchase pursuant to the foregoing Section 2.3(a)(iii)(B), the Agent may deliver notice to the Borrower that the Lenders are willing and able to purchase additional Notes and provided that all conditions of such purchase set forth in Section 5.2 shall have been satisfied at the time thereof, whereupon such right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium shall automatically terminate, but the Borrower shall at all times thereafter retain the right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount including the Prepayment Premium (if applicable), which Permitted Redemption shall otherwise be made in accordance with the provisions of Section 2.3(a)(i) hereof. The provisions of this Section 2.3(a)(iii) set forth the exclusive rights and remedies of the Credit Parties to seek or obtain damages or any other remedy or relief from the Agent or any Lender with respect to any Qualified Funding Failure.

(b)Mandatory Prepayments. For the purposes of this Section 2.3(b) only, notwithstanding anything to the contrary in clauses (i)-(v) below, Borrower’s obligations under this Section 2.3(b) shall apply only to the extent any of the proceeds or Extraordinary Receipts referenced in any of clauses (i)-(v) are available to Borrower after any required application of such amounts under the First Lien Credit Documents, if applicable.

(i)On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(ii)On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof.

(iii)On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(iv)On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(v)On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts.

(vi)If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess.

(vii)Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds; provided, however, if any of the events in any of clauses (i)-(v) occur and all applicable proceeds are applied to the First Lien Facility, Borrower shall deliver to the Agent a certificate of an authorized officer demonstrating the calculation of the amount of proceeds applied against the First Lien Facility and representing that all such proceeds were in fact applied against the First Lien Facility. In the event that the Credit Parties

shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

(c)Reserved

(d)Waiver of Mandatory Prepayments. Anything contained in Section 2.3(b) to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Notes, not less than three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Agent of the amount of such prepayment, and the Agent shall promptly thereafter notify each Holder holding an outstanding Note of the amount of such Holder’s pro rata share of such Waivable Mandatory Prepayment and such Holder’s option to refuse such amount. Each such Holder may exercise such option by giving written notice to the Borrower and the Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Holder which does not notify the Borrower and the Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Holders that have elected not to exercise such option, to prepay the Notes of such Holders.

(e)Application of Mandatory Prepayments; Prepayment Premium. All mandatory prepayments made pursuant to Section 2.3(b) or Section 2.3(c) and not waived pursuant to Section 2.3(d) shall be made to the Agent, for the account of the Holders, as determined by the Agent in its sole discretion. Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi)) or Section 2.3(c), the Commitment of each Lender shall, at the election of Agent to be given to Borrower within five (5) Business Days after receipt of such mandatory prepayment (or automatically upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d)), permanently be reduced by the amount of such prepayment and (ii) Section 2.3(b) (other than in accordance with Sections 2.3(b)(ii), 2.3(b)(v), or 2.3(b)(vi) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi))) or Section 2.3(c)(ii), the Borrower shall also pay to the Agent, for the ratable benefit of the Holders, the Prepayment Premium in respect of the Notes repaid or redeemed in connection with such mandatory prepayment.

Section 2.4Payments. Whenever any payment of cash is to be made by any Credit Party to any Person pursuant to this Agreement, the Notes or other Transaction Document, such payment shall be made in lawful money of the United States of America by a check drawn on the account or accounts of such Credit Party and sent via overnight courier service to such Person at such address as previously provided to the Borrower in writing (which address, in the case of each of the Lenders, shall initially be as set forth on the Schedule of Lenders attached hereto); provided that (i) the Agent, any Holder or any Lender may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Borrower with prior written notice setting out such request and the Agent’s, such Holder’s or such Lender’s wire transfer instructions and (ii) Credit Parties may elect to make a payment of cash via wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Agent, each Holder and each Lender upon request therefor. Whenever any amount expressed to be due

by the terms of this Agreement or any Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Date which is not the date on which the applicable Note is paid in full in cash, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. Any amount due under the Transaction Documents (other than principal and interest, if the same are already accruing interest at the Default Rate), which is not paid when due shall result in a late charge being incurred and payable by the Borrower in an amount equal to accrued interest at the Default Rate from the date such amount was due until the same is paid in full in cash (“Late Charge”). Such Late Charge shall continue to accrue post-petition in any proceeding under any Bankruptcy Law.

Section 2.5Dispute Resolution. Except as otherwise provided herein, in the case of a dispute as to the determination of any amounts due and owing pursuant to a redemption under Section 2.3 or otherwise or any other similar or related amount, the Borrower shall submit the disputed determinations or arithmetic calculations via e-mail within three (3) Business Days of receipt, or deemed receipt, of the applicable notice of dispute to the Agent. If the Agent and the Borrower are unable to agree upon such determination or calculation within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Agent, then the Borrower shall, within three (3) Business Days submit via e-mail the disputed determinations or arithmetic calculations to an independent outside national accounting firm specified by Agent. The Borrower, at the Borrower’s expense, shall cause the accountant to perform the determinations or calculations and notify the Agent of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

Section 2.6Taxes.

(a)Any and all payments by or on behalf of the Credit Parties hereunder and under any other Transaction Document shall be made free and clear of and without deduction or withholding for any and all current or future Taxes, levies, imposts, deductions or charges unless required by law. If any Non-Excluded Taxes are required by law to be deducted or withheld from or in respect of any payment or sum payable hereunder or under any Transaction Document by any Withholding Agent to the Agent, any Holder or any Lender, (x) the applicable Withholding Agent shall make such deductions and withholdings within the time allowed and in the minimum amount required by law, (y) the sum payable by the applicable Credit Party shall be increased by the amount (an “Additional Amount”) necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.6(a)) the Agent, such Holder or such Lender, as applicable, shall receive an amount equal to the sum it would have received had no such deductions or withholdings been made and (z) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and shall promptly provide to the Agent, Holder or Lender, as applicable, an evidence of such payment to the relevant Governmental Authority (in a form reasonably satisfactory to the Agent, Holder or Lender, as applicable).

(b)The Borrower will pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp, stamp duty, registration, court, documentary, intangible, recording, filing or similar Taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under any Transaction Document, or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any Transaction Document that are or would be applicable to the Holders, the Agent, or a Lender (“Other Taxes”).

(c)The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their respective Affiliates for the full amount of Non-Excluded Taxes and Other Taxes paid by the Agent, such Holder, such Lender or such Affiliates and any liability (including penalties, interest and expenses (including reasonable attorney’s and other advisors’ fees and expenses)) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by the Agent, such Holder, such Lender or such Affiliate, absent manifest error, shall be final conclusive and binding for all purposes. Such indemnification shall be made within thirty (30) days after the date the Agent, such Holder, such Lender or such Affiliate makes written demand therefor. Agent, a Lender, a Holder or any of their respective Affiliates shall notify the Borrower in writing of the receipt by such Person of any written notice from any taxing authority demanding, or threatening to demand, any Tax indemnifiable by the Borrower under this Section 2.6(c), within a reasonable period of time after receipt of such notice.

(d)On the Closing Date, and subsequently on or prior to the date on which a Lender or Holder became or becomes a Lender or Holder under this Agreement with respect to the Borrower (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), each applicable Lender and Holder has delivered or shall deliver to the Borrower a completed and signed IRS Form W-8 or IRS Form W-9 (or any successor form), as applicable. In the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in a form reasonably acceptable to Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “US Tax Compliance Certificate”).

(e)The Parties agree to treat and report amounts lent under this Agreement and any amount due under the Notes as debt for U.S. federal, state and local income tax purposes. The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their respective Affiliates for the full amount of Taxes and Other Taxes paid by the Agent, such Holder, such Lender or such Affiliates and any liability (including penalties, interest and expenses (including reasonable attorney’s and other advisors’ fees and expenses)) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority, to the extent such Taxes or Other Taxes are imposed as a result of the treatment of any amounts lent under this Agreement or any amount due under the Notes as other than debt by any Governmental Authority.

(f)Survival. Notwithstanding anything to the contrary herein, each party’s obligations under this Section 2.6 and Section 13.12 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender or Holder, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document.

Section 2.7Reissuance.

(a)Transfer. If any Note is to be transferred, the Holder thereof shall surrender such Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of such Holder a new Note (in accordance with this Section 2.7), registered as such Holder may request (provided that electronic registration is acceptable), representing the outstanding principal being transferred by such Holder and, if less than the entire outstanding principal amount is being transferred, a new Note (in accordance with this Section 2.7) to such Holder representing the outstanding principal not being transferred.

(b)Lost, Stolen or Mutilated Note. Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note and (i) in the case of loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower (provided, however, that if the Holder is an institutional investor, the affidavit of an authorized partner or officer of such Holder setting forth the circumstances with respect to such loss, theft or destruction shall be accepted as satisfactory evidence thereof and no indemnity agreement or other security shall be required), and (ii) in the case of mutilation, upon surrender and cancellation of the mutilated Note, the Borrower shall execute and deliver to such Holder a new Note (in accordance with this Section 2.7) representing the outstanding principal.

(c)Note Exchangeable for Different Denominations. The Notes are exchangeable, upon the surrender thereof by the Holder at the principal office of the Borrower, for a new Note or Notes (in accordance with this Section 2.7) of like tenor in principal amounts of at least $100,000 representing in the aggregate the outstanding principal of the surrendered Note, and each such new Note will represent such portion of such outstanding principal as is designated by such Holder or such Lender at the time of such surrender.

(d)Issuance of New Notes. Whenever the Borrower is required to issue a new Note pursuant to the terms of this Agreement or the Notes, such new Note (i) shall be of like tenor with the Note being replaced, (ii) shall represent, as indicated on the face of such new Note, the principal remaining outstanding (or, in the case of a new Note being issued pursuant to paragraph (a) or (b) of this Section 2.7, the principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, equals aggregate principal remaining outstanding under the Note being replaced immediately prior to such issuance of new Notes), (iii) shall have an Issuance Date, as indicated on the face of such new Note, which is the same as the Issuance Date of the Note being replaced, (iv) shall have the same rights and conditions as the Note being replaced, and (v) shall represent accrued interest on the principal, Prepayment Premium and Late Charges of the Note being replaced from such Issuance Date.

Section 2.8Register. The Borrower shall maintain at its principal executive office (or such other office or agency of the Borrower (or the Agent on its behalf) as it may designate by notice to each holder of Notes), a register for the Notes in which the Borrower (or the Agent on its behalf) shall record the name and address of the Person in whose name the Notes have been issued (including the name and address of each transferee) and the principal amount (and stated interest) of Notes held by such Person (the “Register”). The Borrower shall keep the Register open and available at all times during normal business hours for inspection of any Holder, any Lender or their respective representatives. The Register may be maintained in electronic format.

Section 2.9Maintenance of Register. Notwithstanding anything to the contrary contained herein, the Notes and this Agreement are registered obligations and the right, title, and interest of each Holder, each Lender and their assignees in and to such Notes (or any rights under this Agreement) shall be transferable only upon notation of such transfer in the Register. The Notes shall only evidence a Holder’s, a Lender’s or their assignee’s right, title and interest in and to the related Notes, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 2.9 shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder.

Section 2.10Unused Line Fees. The Borrower hereby agrees to pay to Agent, monthly in arrears on the third (3rd) Business Day following the last day of each calendar month, an unused line fee in the amount equal to the product of one-quarter of one percent (0.25%) per annum multiplied by the average daily balance of the unused portion of the Lenders’ aggregate Commitments (collectively, the “Unused Line Fees”). The Borrower agrees that the Unused Line Fees shall be fully-earned when paid and shall not be refundable in whole or in part under any circumstances.

ARTICLE 3

CLOSING

Section 3.1Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing of the transactions contemplated by this Agreement (the “Closing”) and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of at the offices of Agent, or at such other location or in such other manner approved by Agent. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Dallas, Texas time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Section 3.2Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Agent, or at such other location or in such other manner approved by Agent. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Dallas, Texas time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in

accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee. IT IS THE INTENTION OF THE PARTIES THAT THE MAXIMUM COMMITMENT AMOUNT HEREUNDER SHALL BE ADVANCED AT THE CLOSING AND THAT THE PROVISIONS RELATED TO SUBSEQUENT CLOSINGS SHALL NOT BE APPLICABLE.

Section 3.3Accessibility to and Allocation of Proceeds. With respect to any funds delivered by any Lender to Borrower at Closing or any Subsequent Closing each Borrower shall have access to any such funds, and Borrower shall have the responsibility of allocating the use of such funds among each Borrower; provided, however, Borrower may indicate in writing to Agent in a reasonable time prior to any disbursement the amount of funds that should be delivered to each Borrower. Nothing in the foregoing provision, however, shall limit, modify or impair the joint and several obligation of each Borrower for all obligations of “Borrower” hereunder. Accordingly, if any funds advanced hereunder are allocated to any individual Borrower, each other Borrower each shall be deemed to be a “Guarantor” hereunder with respect to all such amounts not allocated to such Borrower.

ARTICLE 4

INTENTIONALLY OMITTED

ARTICLE 5

CONDITIONS TO CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE

Section 5.1Closing. The obligation of the Agent and the Lenders to close the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(a)The Borrower shall pay to the Agent for the benefit of the Lenders, a fully-earned non-refundable Commitment Fee by wire transfer of immediately available funds.

(b)The Borrower shall have executed and delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that the Borrower shall pay to the Agent on the Closing Date all fees and other amounts, including the Commitment Fee, due and owing thereon under this Agreement and the other Transaction Documents.

(c)The Credit Parties shall have executed and/or delivered, or caused to be delivered, to the Agent each of the Security Documents and the Credit Parties shall have executed (to the extent applicable) and/or delivered, or caused to be delivered, to the Agent:

(i)certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto; and

(ii)such other documents relating to the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request.

(d)The Credit Parties shall have executed and/or delivered, or caused to be delivered, to the Agent, without duplication, the deliveries set forth in each of the Index of Closing Documents attached hereto as Exhibit G.

(e)Each Credit Party shall have executed and delivered, or caused to be delivered, to the Agent:

(i)a certificate evidencing its organization, formation, or incorporation (as applicable) and good standing in its jurisdiction of organization or incorporation issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the Closing Date;

(ii)a certificate evidencing its qualification as a foreign corporation, limited liability company or other entity (as applicable) and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Person is qualified to conduct business and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to the Closing Date;

(iii)a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of such Person, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated; and

(iv)a certificate, executed by the secretary (or other authorized officer) of such Person and dated the Closing Date, as to (A) the resolutions consistent with Section 7.2 as adopted by such Person’s board of directors (or similar governing body) in a form reasonably acceptable to the Agent, (B) such Person’s certificate of incorporation (or similar document), each as in effect at the Closing, (C) such Person’s bylaws or memorandum and articles of association (or similar document), each as in effect at the Closing, and (D) no action having been taken by such Person or its stockholders, members, directors or officers (as applicable) in contemplation of any amendments to items (A), (B), or (C) listed in this Section 5.1(e)(iv), as certified in the form attached hereto as Exhibit C.

(f)The Borrower shall have obtained and delivered to Agent:

(viii)the opinions of Outside Legal Counsel, dated the Closing Date;

(ix)all governmental, regulatory and third party consents, approvals and notifications, if any, necessary for the closing of the transactions contemplated by this Agreement and the issuance of the Notes to be issued at the Closing;

(x)if requested by the Agent, updated Lien searches in the jurisdictions of organization of each Credit Party, the jurisdiction of the chief executive offices of each Credit Party and each jurisdiction where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

(xi)such information in form, scope and substance reasonably satisfactory to the Agent regarding environmental matters relating to all real property owned, leased, operated or used by the Credit Parties as of the Closing Date;

(xii)a certificate from the chief financial officer of the Borrower (or other authorized executive officer performing a similar function) in form and substance satisfactory to the Agent, supporting the conclusions that, after giving effect to the transactions contemplated by the Transaction Documents, the Borrower is not Insolvent;

(xiii)if requested by the Agent, updated certificates from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender’s loss payee thereunder, as applicable;

(xiv)if requested by the Agent or the holders of any Indebtedness under the First Lien Facility or the VPC Rise Facility, an intercreditor agreement among any such holder(s), Agent, each Lender, and all applicable Credit Parties, in form and substance consistent with the terms of this Agreement and otherwise acceptable to Agent and each Lender in its sole discretion (the “VPC Intercreditor Agreement);

(xv)if requested by the Agent or the holders of any Indebtedness under the Pine Hill Facility, an intercreditor agreement among any such holder(s), Agent, each Lender, and all applicable Credit Parties, in form and substance consistent with the terms of this Agreement and otherwise acceptable to Agent and each Lender in its sole discretion (the “Pine Hill Intercreditor Agreement); and

(xvi)if requested by the Agent, Borrower and any other Credit Party shall enter into one or more amendments or new agreements with respect to any material agreements existing prior to the Closing Date to the extent necessary or reasonably appropriate (a) to give full effect to the terms of this Agreement and the other Transaction Documents, including permitting Borrower to comply with the terms and conditions and to satisfy its obligations under this Agreement and the other the Transaction Documents without default or breach, or (b) to prevent a default or breach by Borrower or the applicable Credit Party under any such material agreement as a result of the execution, delivery or performance of Borrower and any Credit Party under this Agreement and the other the Transaction Documents.

(g)Each Credit Party shall have authorized the filing of UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral and, if applicable, the filing of the Intellectual Property Security Agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable.

(h)The Borrower shall have caused to be executed and delivered, to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may reasonably request.

(i)The representations and warranties of the Credit Parties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such specific date), and the Credit Parties shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Credit Parties at or prior to the Closing Date. The Agent shall have received a certificate, executed by the chief executive officer of the Borrower (or other authorized executive officer performing a similar function), dated the Closing Date, to the

foregoing effect in respect of the Borrower only and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit D.

(j)No Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing or would result from the closing of the transactions contemplated by this Agreement or issuance of the Notes to be issued at the Closing.

(k)The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them on the Closing Date in accordance with Section 8.22 hereof.

Section 5.2Subsequent Closings. The obligation of each Lender hereunder to purchase Notes at a Subsequent Closing is subject to the satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions:

(a)Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date).

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

(c)After giving effect to such issuance and purchase of Notes, the aggregate outstanding principal amount of the Notes would not exceed the Maximum Commitment.

(d)The funding date shall be a Permitted Issuance Date.

(e)Reserved.

(f)The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them on the Permitted Issuance Date in accordance with Section 8.22 hereof.

The request by the Borrower and acceptance by the Borrower of the proceeds of any additional issuance and purchase of Notes made on a Subsequent Closing Date shall be deemed to constitute, as of such Subsequent Closing Date, (i) a representation and warranty by the Borrower that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents.

ARTICLE 6

INTENTIONALLY OMITTED

ARTICLE 7

CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES

As an inducement to the Agent and the Lenders to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Credit Parties severally represents and warrants in respect of itself to each of the Agent and the Lenders that each and all of the following representations and warranties (as supplemented by the disclosure schedules delivered to the Agent and the Lenders contemporaneously with the execution and delivery of this Agreement (the “Schedules”)) as applicable to it, are true and correct as of the Closing Date and as of each Subsequent Closing Date. The Schedules shall be arranged by the Borrower in paragraphs corresponding to the sections and subsections contained in this Article 7.

Section 7.1Organization and Qualification. Each Credit Party and each of its respective Subsidiaries (which, for purposes of this Agreement, means any entity in which any Credit Party, directly or indirectly, owns at least 50% of the Capital Stock or other Equity Interests) (“Subsidiaries”) are entities duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction in which they are formed or incorporated, and have the requisite corporate or limited liability company power and authorization, as applicable, to own their properties, carry on their business as now being conducted, enter into the Transaction Documents to which they are party and carry out the transactions contemplated thereby. Each Credit Party and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 7.1, (i) no Credit Party has any Subsidiaries and (ii) all Capital Stock or other equity or similar interests of the Subsidiaries is directly or indirectly owned by a Credit Party, as set forth therein.

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

Section 7.3Issuance of Notes. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all Taxes, liens and charges with respect to the issue thereof.

Section 7.4No Conflicts. Neither the execution, delivery and performance of the Transaction Documents by the Credit Parties party thereto, nor the consummation by the Credit Parties of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) will (i) result in a violation of any Credit Party’s or any Subsidiary’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party or any of their Subsidiaries; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Consumer Loan Agreement or any other agreement, indenture or instrument to which any Credit Party or any of their Subsidiaries is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party or any of their Subsidiaries; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, (A) any Environmental Laws, (B) any Requirements or (C) any federal or state securities laws).

Section 7.5Consents. Except as set forth on Schedule 7.5, no Credit Party is required to obtain any consent, authorization, approval, order, license, franchise, permit, certificate or accreditation of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or authority or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (other than filings required by the Security Documents). All consents, authorizations, approvals, orders, licenses, franchises, permits, certificates or accreditations of, filings and registrations set forth on Schedule 7.5 have been obtained or effected on or prior to the Closing Date.

Section 7.6Subsidiary Rights. Each Credit Party has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital and other equity securities of its Subsidiaries as owned by any Credit Party.

Section 7.7Equity Capitalization. As of the Closing Date, the authorized Capital Stock and the issued and outstanding Equity Interests of each Credit Party and each Subsidiary of each Credit Party is as set forth on Schedule 7.7. All of such outstanding shares of Capital Stock or other Equity Interests of the Credit Parties and their Subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable and are owned by the Persons and in the amounts set forth on Schedule 7.7. Except as set forth on Schedule 7.7: (i) none of any Credit Party or any Subsidiary’s Capital Stock or other Equity Interest in any other Credit Party or such Subsidiary is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by such Credit Party or such Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock or other Equity Interests in any Credit Party or any of their Subsidiaries, or contracts, commitments, understandings or arrangements by which any Credit Party or any of their Subsidiaries is or may become bound to issue additional Capital Stock or other Equity Interests in such Credit Party or such Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock or other Equity Interests in any Credit Party or any of their Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of any Credit Party or any of their Subsidiaries or by which any Credit Party or any of their Subsidiaries is or may become bound other than Permitted Indebtedness; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with any Credit Party or any of their Subsidiaries; (v) there are no agreements or arrangements under which any Credit Party or any of their

Subsidiaries is obligated to register the sale of any of its securities under the 1933 Act; (vi) there are no outstanding securities or instruments of any Credit Party or any of their Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which any Credit Party or any of their Subsidiaries is or may become bound to redeem a security of any Credit Party or any of their Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the closing of the transactions contemplated by this Agreement or the issuance of the Notes; (viii) none of any Credit Party or any of their Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement and (ix) none of any Credit Party or any of their Subsidiaries has any liabilities or obligations required to be disclosed in its financial statements (including the footnotes thereto) that are not so disclosed. Prior to the Closing, the Borrower has provided to the Lenders true, correct and complete copies of (i) its certificate of incorporation as in effect on the Closing Date, and (ii) its memorandum and articles of association as in effect on the Closing Date. Schedule 7.7 identifies all outstanding securities convertible into, or exercisable or exchangeable for, shares of Capital Stock or other Equity Interests in any Credit Party or any of their Subsidiaries and the material rights of the holders thereof in respect thereto.

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

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

Section 7.10Ranking of Notes. Except for Permitted Liens granted under the First Lien Facility and subject to Section 13.18 herein, no Indebtedness of Borrower will rank senior to or pari passu with the Notes in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

Section 7.11Title. Each of the Credit Parties and each of their Subsidiaries has (i) good and marketable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) adequate rights in (in the case of licensed interests in Intellectual Property Rights and Intellectual Property Rights that are not wholly owned by a Credit Party or a Subsidiary), and (iv) good and marketable title to (in the case of all other personal property) all of its real property and other properties and assets owned by it which are material to the business of such Credit Party or such Subsidiary, in each case free and clear of all liens, encumbrances and defects, other than Permitted Liens. Any real property and facilities held under lease by any Credit Party or any of their Subsidiaries are held by it under valid and enforceable leases.

Section 7.12Intellectual Property Rights. Each of the Credit Parties and each of their Subsidiaries owns or possesses adequate rights to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, trade secrets and other intellectual property rights (“Intellectual Property Rights”) that are necessary and material to conduct its respective business and no Credit Party or Subsidiary has previously granted any Lien on any such Intellectual Property Rights other than Permitted Liens. Except as described on Schedule 7.12, no registered Intellectual Property Rights that are owned by a Credit Party or a Subsidiary have expired or terminated, or are expected to expire or terminate within five (5) years from the Closing Date. Except as described on Schedule 7.12, (i) none of any Credit Party or any of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any Credit Party or any of their Subsidiaries of Intellectual Property Rights owned by other Persons; (ii) none of any Credit Party or any of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any other Persons of the Intellectual Property Rights owned by any Credit Party or any of their Subsidiaries; (iii) there is no claim, action or proceeding pending before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority or, to the knowledge of each of the Credit Parties, threatened in writing, against any Credit Party or any of their Subsidiaries contesting or challenging the validity, scope or enforceability of, or a Credit Party’s or Subsidiary’s ownership of or right to use, its owned Intellectual Property Rights or the Intellectual Property Rights it licenses from other Persons; and (iv) none of any Credit Party or any of their Subsidiaries is aware of any facts or circumstances which reasonably could be expected to give rise to any of the foregoing infringements or claims, actions or proceedings. Each of the Credit Parties and their Subsidiaries has taken and is taking commercially reasonable security measures to maintain and protect the secrecy, confidentiality and value of the trade secrets and other confidential information it owns.

Section 7.13Creation, Perfection, and Priority of Liens. The Security Documents are effective to create in favor of the Agent, for the benefit of the Holders and the Lenders, a legal, valid, binding, and (upon the filing of the appropriate UCC financing statements and Intellectual Property Security Agreements, the transfer of possession of original certificated securities together with appropriate transfer instruments and the delivery of deposit account control agreements) enforceable perfected second priority (subject to Permitted Liens) security interest and Lien in the Collateral described therein as security for the Obligations to the extent that a legal, valid, binding, and enforceable security interest and Lien in such Collateral may be created under applicable law including without limitation, the uniform commercial code as in effect in any applicable jurisdiction (“UCC”) and any other applicable governmental agencies.

Section 7.14Absence of Certain Changes; Insolvency.

(a)Since April 30, 2022 (the “Diligence Date”), there has been no material adverse change in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of any Credit Party or any of the Credit Parties’ Subsidiaries. Since the Diligence Date, neither any Credit Party nor any of their Subsidiaries has (i) declared or paid any dividends or (ii) sold any assets (other than the sale of Inventory in the ordinary course of business). Except as set forth on Schedule 7.14, neither any Credit Party nor any of their Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor do any Credit Party or any of their Subsidiaries have any knowledge that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Neither any Credit Party nor any of their Subsidiaries intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Neither the Credit Parties or the Credit Parties and their Subsidiaries taken as a whole are, as of the Closing Date, or after giving effect to the transactions contemplated hereby to occur at the Closing, will be, Insolvent. Without limitation of the foregoing, no corporate action, legal proceeding or other procedure or

step in respect of any Insolvency Proceeding or expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction over any asset or assets of a Credit Party has been taken or, to the knowledge of Holdings, threatened in relation to Elevate Credit Parent or any of its Subsidiaries.

Section 7.15Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, Governmental Authority (including, without limitation, the SEC, self-regulatory organization or other governmental body) (in each case, a “Proceeding”) pending or, to the knowledge of any Credit Party, threatened in writing against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors which (i) could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (ii) if adversely determined, could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, or (iii) questions the validity of this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto.

Section 7.16No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur or may occur with respect to any Credit Party or any of the Credit Parties’ Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. For the purposes of this Section 7.16 only, any gross negligence, willful misconduct or fraud in the conduct of business by any Credit Party or any of their Subsidiaries, as determined by a court of competent jurisdiction in a final, non-appealable judgment or order, shall be presumed to have, or be reasonably expected to have, a Material Adverse Effect.

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

Section 7.18Placement Agent’s Fees. No Credit Party has engaged any placement agent or other agent in connection with the closing of the transactions contemplated by this Agreement or the issuance of the Notes.

Section 7.19Adequacy and Sufficiency of Consideration. Each Borrower shall have access to funds advanced by Lenders under this Agreement, and that the terms and conditions of credit available to each Borrower on a joint and several basis under the Transaction Documents are materially better than the terms and conditions of credit that each Borrower could obtain individually. Accordingly, each Borrower has received adequate and sufficient consideration for entering into, delivering and performing under the Transaction Documents.

Section 7.20Tax Status. Each Credit Party and their Subsidiaries (i) have made or filed all foreign, federal, state and local income Tax Returns and all other material Tax Returns, reports and declarations required by any jurisdiction to which they are subject and all such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable laws and regulations, (ii) have paid all Taxes and other governmental assessments and charges due and owing (whether or not shown on any Tax Return), and (iii) have set aside on their books adequate reserves in accordance with GAAP for the payment of all Taxes due and owing by any Credit Party or its respective Subsidiaries. There are no unpaid Taxes in any material amount claimed to be delinquent by the taxing authority of any

jurisdiction (other than those being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and subject to adequate reserves taken by Credit Parties or such Subsidiaries as shall be required in conformity with GAAP), and the officers of each of the Credit Parties and their Subsidiaries know of no basis for any such claim. No claim has ever been made by an authority in a jurisdiction where any Credit Party or any of its Subsidiaries does not file Tax Returns that any Credit Party or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Credit Parties or any of their respective Subsidiaries.

Section 7.21Transfer Taxes. On the Closing Date, all transfer or Other Taxes (other than income or similar taxes) which are required to be paid in connection with the issuance of the Notes to each Lender hereunder will be, or will have been, fully paid or provided for by the Credit Parties, and all laws imposing such Taxes will be or will have been complied with.

Section 7.22Conduct of Business; Compliance with Laws; Regulatory Permits. Neither any Credit Party nor any of their Subsidiaries is in violation of any term of or in default under its certificate or articles of incorporation or bylaws or other governing documents. Neither any Credit Party nor any of their Subsidiaries is in violation of any judgment, decree or order or any law, rule, regulation, statute or ordinance applicable to any Credit Party or any of their Subsidiaries (including, without limitation, all Environmental Laws and the Requirements). Schedule 7.22 (as such Schedule shall be updated from time to time by the Credit Parties by written notice to Agent) sets forth all United States federal and state and applicable foreign regulatory licenses, material consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations and permits and all other appropriate regulatory authorities necessary to conduct the respective businesses of the Credit Parties and their Subsidiaries, and except as set forth on Schedule 7.22 (as such Schedule shall be updated from time to time by the Credit Parties by written notice to Agent), all of such United States federal and state and applicable foreign regulatory licenses, material consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations and permits and other appropriate regulatory authorities are valid and in effect and no Credit Party nor any of their Subsidiaries has received any notice of proceedings or entered into formal or informal discussions relating to the revocation or modification of any such United States federal and state and applicable foreign regulatory licenses, consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permits. To the knowledge of each of the Credit Parties, it is not necessary under the laws of its Relevant Jurisdictions:

(a)in order to enable the Agent, any Lender or any Holder to enforce their respective rights under any Transaction Document; or

(b)by reason of the execution of any Transaction Document or the performance by it of its obligations under any Transaction Document,

that the Agent, any Lender or any Holder be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

None of the Agent, any Lender or any Holder is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions solely by reason of the execution, performance and/or enforcement of any Transaction Document.

Section 7.23Foreign Corrupt Practices. Neither any Credit Party nor any of their Subsidiaries, nor any director, officer, agent, employee or other Person acting on behalf of any Credit Party or any of their Subsidiaries has, in the course of its actions for, or on behalf of, any Credit Party or any of their Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 7.24Reserved.

Section 7.25Environmental Laws. Each Credit Party and their Subsidiaries (a) (i) is in compliance with any and all Environmental Laws, (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) is in compliance with all terms and conditions of any such permit, license or approval, and (iv) has no outstanding Liability under any Environmental Laws and are not aware of any facts that could reasonably result in Liability under any Environmental Laws, in each of the foregoing clauses of this clause (a), except to the extent, either individually or in the aggregate, a Material Adverse Effect could not reasonably be expected to occur, and (b) have provided Agent and Lenders with copies of all environmental reports, assessments and other documents in any way related to any actual or potential Liability under any Environmental Laws.

Section 7.26Margin Stock. Neither any Credit Party nor any of their Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds from any Note will be used (a) to directly purchase or carry any margin stock, (b) to the knowledge of the Credit Parties, without inquiry, to extend credit to others for the purpose of purchasing or carrying any margin stock, or (c) for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Section 7.27ERISA. Except as set forth on Schedule 7.27, neither any Credit Party nor any ERISA Affiliate (a) maintains or has maintained any Pension Plan, (b) contributes or has contributed to any Multiemployer Plan or (c) provides or has provided post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the Code or applicable federal or state law). Except as set forth on Schedule 7.27, neither any Credit Party nor any ERISA Affiliate has received any notice or has any knowledge to the effect that it is not in material compliance with any of the requirements of ERISA, the Code or applicable federal or state law with respect to any Employee Benefit Plan. No ERISA Event exists. Each Employee Benefit Plan which is intended to qualify under the Code has received a favorable determination letter (or opinion letter in the case of a prototype Employee Benefit Plan) to the effect that such Employee Benefit Plan is so qualified and to Credit Parties’ knowledge, there exists no reasonable basis for the revocation of such determination or opinion letter. Neither any Credit Party nor any ERISA Affiliate has (i) any unpaid minimum required contributions under any Plan, whether or not waived, (ii) any liability under Section 4201 or 4243 of ERISA for any withdrawal, or partial withdrawal, from any Multiemployer Plan, (iii) a Pension Plan that is “at risk” within the meaning of Section 430 of the Code, (iv) received notice from any Multiemployer Plan that it is either in endangered or critical status within the meaning of Section 432 of the Code or (v) any material liability or knowledge of any facts or circumstances which reasonably might be expected to result in any material liability to the PBGC, the Internal Revenue Service, the

Department of Labor or any participant in connection with any Employee Benefit Plan (other than routine claims for benefits under the Employee Benefit Plan).

Section 7.28Investment Company. Neither any Credit Party nor any of their Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Section 7.29U.S. Real Property Holding Corporation. Neither any Credit Party nor any of their Subsidiaries is, nor has it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Code, as amended, and the Credit Parties will so certify upon the request of Agent.

Section 7.30Internal Accounting and Disclosure Controls. The Credit Parties and their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. During the twelve (12) months immediately prior to the Closing Date, neither any Credit Party nor any of their Subsidiaries has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of any Credit Party or any of their Subsidiaries.

Section 7.31Reserved.

Section 7.32Transactions With Affiliates. Except (i) as set forth on Schedule 7.32 and (ii) for transactions that have been entered into on terms no less favorable to the Credit Parties and their Subsidiaries than those that might be obtained at the time from a Person who is not an officer, director or employee, none of the officers, directors or employees of any Credit Party or any of their Subsidiaries is presently a party to any transaction with any Credit Party or any of their Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Credit Parties, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

Section 7.33Acknowledgment Regarding Holders’ Purchase of Notes. Each of the Credit Parties acknowledges and agrees that each Holder is acting solely in the capacity of an arm’s length lender with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Holder is (i) an officer or director of any Credit Party or any of their Subsidiaries, or (ii) an Affiliate of any Credit Party or any of their Subsidiaries. Each of the Credit Parties further acknowledges that no Holder is acting as a financial advisor or fiduciary of any Credit Party or any of their Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Holder or any of their representatives or agents, including, without limitation, the Agent, in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Holder’s receipt of the Notes. Each of the Credit Parties further represents to each Holder that each Credit Party’s decision to enter into the Transaction

Documents to which it is a party have been based solely on the independent evaluation by such Person and its respective representatives.

Section 7.34Reserved.

Section 7.35Insurance. Credit Parties and their Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Credit Parties and their Subsidiaries are engaged. Neither any Credit Party nor any of their Subsidiaries believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Section 7.36Full Disclosure. None of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Transaction Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Transaction Documents, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Section 7.37Employee Relations. Neither any Credit Party nor any of their Subsidiaries is a party to any collective bargaining agreement or employs any member of a union in such person’s capacity as a union member or to perform union labor work. Each of the Credit Parties believes that its relations with its employees are good. As of the Closing Date, no executive officer of any Credit Party or any of their Subsidiaries has notified such Credit Party or such Subsidiary that such officer intends to leave such Credit Party or such Subsidiary or otherwise terminate such officer’s employment with such Credit Party or such Subsidiary. As of the Closing Date, no executive officer of any Credit Party or any of their Subsidiaries, to the knowledge of the Credit Parties, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant. Each Credit Party and their Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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

Section 7.39Patriot Act. To the extent applicable, the Credit Parties and their Subsidiaries are in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, and (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

Section 7.40Material Contracts. Schedule 7.40 contains a true, correct and complete list of all the Material Contracts (other than those of the type described in clause (a) of the definition thereof) of the Credit Parties and their Subsidiaries (which Schedule shall be updated by the Credit Parties by written notice to Agent promptly following the execution of any such additional Material Contract following the Closing Date), and all such Material Contracts are in full force and effect and, to Credit Parties’ knowledge, no defaults currently exist thereunder.

ARTICLE 8

COVENANTS

Section 8.1Financial Covenants. The Credit Parties shall, and shall cause their Subsidiaries to, comply with the following financial covenants:

(a)Loan to Value Ratios. With respect to each Borrower,

(i)The Credit Parties shall not permit the Loan to Value Ratio (First Lien) calculated as of the last day of any calendar month to be greater than 1.00 to 1:00.

(ii)The Credit Parties shall not permit the Loan to Value Ratio (Total) calculated as of the last day of any calendar month to be greater than 1.00 to 1.00.

If as of any applicable testing date the Credit Parties fail to comply with any financial covenant contained in this Section 8.1(a) (a “LTV Covenant Default”), then the Credit Parties shall have the obligation to cure such breach (the “LTV Covenant Cure Obligation”) within thirty (30) days of the occurrence thereof by causing Elevate Credit Parent to contribute to the Borrower cash (in the form of a deposit and not in the form of an extension of credit or other Indebtedness) in an aggregate amount that would cause the Credit Parties to be in pro forma compliance with all covenants in this Section 8.1(a) as of such testing date (such amount, the “LTV Covenant Cure Amount”). Until timely receipt of the LTV Covenant Cure Amount for any applicable LTV Covenant Default, an Event of Default shall be deemed to exist for all purposes of this Agreement and the other Transaction Documents; provided, that during such thirty (30) day cure period (unless the Agent shall have been notified that such LTV Covenant Cure Amount shall not be made) neither the Agent nor any Lender or Holder shall exercise any enforcement remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the applicable LTV Covenant Default; provided, further, that upon timely receipt of such LTV Covenant Cure Amount, the underlying LTV Covenant Default shall no longer be deemed to be continuing. Notwithstanding anything to the contrary in this Section 8.1(a), in no event shall the Credit Parties be permitted to cure more than three (3) LTV Covenant Defaults during the term of this Agreement.

(b)Corporate Cash. The Credit Parties shall not permit Corporate Cash at any time to be less than the greater of (i) [****]or (ii) in the event that Elevate Credit Parent enters into any share buyback, [****].

(c)Total Cash. The Credit Parties shall cause Total Cash as of the last day of each calendar month to be greater than or equal to [****] percent ([****]%) of total principal amount of Receivables of Elevate Credit Parent and its Subsidiaries.

(d)Book Value of Equity. The Credit Parties shall not permit the Book Value of Equity, calculated as of the last day of any calendar month, to be less than $[****], as may be amended or modified by mutual agreement between the parties hereto in good faith.

(e)Past Due Roll Rate. The Credit Parties shall not permit the Trailing Past Due Roll Rate, calculated as of the last day of any calendar month (commencing with the calendar month in which the Closing Date occurs) (i) with respect to Elastic SPV, Ltd., to be greater than [****] percent ([****]%), and (ii) with respect to each of EC SPV, Ltd. and EF SPV, Ltd. individually, to be greater than [****] percent ([****]%).

(f)Four Month Vintage Charge Off Rate. The Credit Parties shall not permit the Trailing Four Month Charge Off Rate (i) with respect to Elastic SPV, Ltd., to be greater than [****] percent ([****]%), and (ii) with respect to each of EC SPV, Ltd. and EF SPV, Ltd. individually, to be greater than nine and [****] percent ([****]%).

(g)Twelve Month Vintage Charge Off Rate. The Credit Parties shall not permit the Trailing Twelve Month Charge Off Rate (i) with respect to Elastic SPV, Ltd., to be greater than [****] percent ([****]%), and (ii) with respect to each of EC SPV, Ltd. and EF SPV, Ltd. individually, to be greater than [****] percent ([****]%).

(h)Excess Spread.

(i)With respect to Elastic SPV, Ltd., the Credit Parties shall not permit the Trailing Excess Spread (Elastic) to be less than [****] percent ([****]%).

(ii)With respect to each of EC SPV, Ltd. and EF SPV, Ltd. individually:

(A)The Credit Parties shall not permit the Trailing Excess Spread (60% or greater APR) for any given calendar month to be less than [****] percent ([****]%); and

(B)The Credit Parties shall not permit the Trailing Excess Spread (Below 60% APR) for any given calendar month to be less than [****] percent ([****]%).

Whenever possible, the covenants in Section 8.1(e) through (h) may be deemed to include Elastic Consumer Loans separately and all Rise Consumer Loans on an aggregate basis or on an individual Borrower or individual program/product/business segment basis at the Agent’s sole discretion.

Section 8.2Deliveries. The Borrower agrees to deliver the following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent:

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

(b)Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the audited consolidated balance sheets of Elevate Credit Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, stockholders’ equity and cash flows of the Credit Parties and their Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of Elevate Credit Parent (or other authorized executive officer performing a similar function) as being true and correct and fairly presenting in accordance with GAAP, the financial position and results of operations of Elevate Credit Parent and its Subsidiaries, as applicable, accompanied by a customary unqualified opinion of an independent accounting firm acceptable to Agent;

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

(d)Monthly Data Tape. On the dates that the financial statements under clause (a) above are delivered, a data tape in a form acceptable to Agent in its sole discretion that contains information as to Borrower’s loan portfolio submitted as of the most recent month end. The Credit Parties shall provide a data tape to Agent promptly after the Closing Date but in no event after August 21, 2022.

(e)Monthly Reporting Package. On the dates that the financial statements under clause (a) above are delivered, a monthly operations reporting package, in form and detail reasonably acceptable to the Agent.

Section 8.3Notices. The Borrower agrees to deliver the following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent:

(a)Collateral Information. Upon request of Agent, a certificate of one of the duly authorized officers of the Borrower (i) either confirming that there has been no change in the information set forth in the perfection certificate executed and delivered to the Agent on the Closing Date since such date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes (or if no such certificate was delivered, identifying any changes since the most recent updated provided to Agent or to the agent under the First Lien Facility), and (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) and other appropriate filings, recordings and registrations have been filed of record in each governmental, municipal and other appropriate office in each jurisdiction identified pursuant to clause (i) above (or in such certificate) to the extent necessary to effect, protect and

perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

(b)Auditor Reports. Promptly upon receipt thereof, copies of any reports submitted by the Credit Parties’ independent public accountants, if any, in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party or any of their Subsidiaries made by such accountants, including any comment letters submitted by such accountants to management of any Credit Party or any of their Subsidiaries in connection with their services;

(c)Notice of Default. Promptly upon any officer of a Credit Party obtaining knowledge (i) of any condition or event that constitutes an Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) or that notice has been given to a Credit Party with respect thereto; (ii) that any Person has given any notice to the Credit Party or taken any other action with respect to any event or condition set forth in Article 10; or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect (without limiting the generality of the foregoing, a default under the First Lien Facility or any other Indebtedness shall be deemed to constitute a Material Adverse Effect requiring notice under this clause (iii)), a certificate of its chief executive officer or chief financial officer (or other authorized executive officer performing a similar function) specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, default, event or condition, and the action(s) the Credit Parties have taken, are taking and propose to take with respect thereto;

(d)Notice of Litigation. Promptly upon any officer of a Credit Party obtaining knowledge of (i) the institution of, or non-frivolous threat of, any adverse Proceeding against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors not previously disclosed in writing by the Credit Parties to the Agent, or (ii) any material development in any adverse Proceeding against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors that, in the case of either clause (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Credit Parties to enable the Agent, the Lenders and the Holders and their counsel to evaluate such matters;

(e)ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, the action(s) any Credit Party or any of their Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Credit Party, any of their Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by the Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Agent shall reasonably request;

(f)Insurance Report. Promptly upon request of the Agent, a report by the Credit Parties’ insurance broker(s) in form and substance satisfactory to the Agent outlining all material insurance coverage maintained as of the date of such report by the Credit Parties;

(g)Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any facility or property used by any Credit Party or any of their Subsidiaries or which relate to any environmental liabilities of any Credit Party or any of their Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(h)Corporate Information. Fifteen (15) days’ prior written notice of any change (i) in any Credit Parties’ corporate name, (ii) in any Credit Parties’ identity or organizational structure, (iii) in any Credit Parties’ jurisdiction of organization, or (iv) in any Credit Parties’ Federal Taxpayer Identification Number or state organizational identification number. The Credit Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise and all other actions that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Agreement, the Security Documents and other Transaction Documents; provided, the foregoing notwithstanding any of the Elevate Credit Subsidiaries (other than the Borrower) may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time;

(i)Tax Returns. Within ten (10) days following request by the Agent, copies of each federal income tax return filed by or on behalf of Credit Parties and requested by the Agent;

(j)Event of Loss. Promptly (and in any event within three (3) Business Days) notice of any claim with respect to any liability against any Credit Party or any of their Subsidiaries that (i) is in excess of $250,000 or (ii) could reasonably be expected to result in a Material Adverse Effect.

(k)Program and Consumer Loan Portfolio Reporting. (i) No later than the fifth (5th) Business Day after the end of each calendar week, a performance report of the Program as of the end of business on Friday of such calendar week, in form and substance reasonably acceptable to the Agent and (ii) together with the delivery of the financial statements and reports pursuant to subsections 8.2(a) and (b), a summary report with respect to the Consumer Loan portfolio of the Credit Parties containing such information as may be reasonably requested by Agent.

(l)Other Information. Promptly upon their becoming available, deliver copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders acting in such capacity or by any of their Subsidiaries to their security holders other than another Credit Party or another Subsidiary, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Credit Party or any of their Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by any Credit Party or any of their Subsidiaries to the public concerning material developments in the business of any Credit Party or any of their Subsidiaries, (iv) subject to limitations imposed by applicable law, all documents and information furnished to Governmental Authorities in connection with any investigation of any Credit Party or any of their Subsidiaries (other than any routine inquiry), (vi) copies of any amendments, written agreements, waivers, default notices, or other material correspondence or

instruments sent by, received by, or entered into any Credit Party under any of the First Lien Facility, the Pine Hill Facility, or the Other Facility, and (vi) such other information and data with respect to any Credit Party or any of their Subsidiaries as from time to time may be reasonably requested by the Agent.

Section 8.4Rank. Except for Permitted Liens granted under the First Lien Facility and subject to Section 13.18 herein, all Indebtedness due by Borrower under the Notes shall be senior in right of payment, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise, to all other current and future Indebtedness of the Borrower.

Section 8.5Incurrence of Indebtedness. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur or guarantee, assume, or suffer to exist any Indebtedness or engage in any sale and leaseback, synthetic lease or similar transaction, other than (i) the Obligations and (ii) Permitted Indebtedness.

Section 8.6Existence of Liens. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any Liens, other than Permitted Liens.

Section 8.7Restricted Payments. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly,

(a)declare or pay any dividend or make any other payment or distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on account of any Credit Party’s or any of their Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Credit Party or any of their Subsidiaries) or to the direct or indirect holders of any Credit Party’s or any of their Subsidiaries’ Equity Interests in their capacity as such, except that:

(i)the Credit Parties may pay dividends (A) solely in common stock and (B) with the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed) in cash to the holders of their common Equity Interests; provided, that with respect to this clause (B), no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or would arise as a result of such payment;

(ii)the Borrower may make monthly distributions of funds to Elevate Credit Parent commencing on the fifth (5th) Business Day after the financial statements under Section 8.2(a) shall have been delivered for the applicable month; provided, that each of the following conditions are satisfied:

(A)no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or would arise as a result of such payment; and

(B)after giving effect to such payment, the Credit Parties are in pro forma compliance with the covenant set forth in Section 8.1(a); and

(iii)the Elevate Credit Subsidiaries may make distributions or remit payments received on account of the undivided portion of the Consumer Loans to further the purposes of, and in compliance with, the Transaction Documents.

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

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

(ii)after giving effect to such repurchase, redemption, repayment, defeasance, retirement, distribution, acquisition or retirement for value of any such Equity Interests, the Credit Parties are in pro forma compliance with the covenants set forth in Section 8.1; and

(iii)except for any share buyback program, the aggregate amount of all such repurchases, redemptions, repayments, defeasances, retirements, distributions, acquisitions or retirements for value of any such Equity Interests shall not exceed $1,000,000 in any Fiscal Year;

(c)make any payment (including by setoff) on or with respect to, accelerate the maturity of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Credit Party or any of their Subsidiaries (or set aside or escrow any funds for any such purpose), except for (i) payments of principal, interest and other amounts constituting Obligations and (ii) subject to the terms of applicable subordination terms, if any, regularly scheduled non accelerated payments of principal, interest and other amounts under Permitted Indebtedness; or

(d)pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party, except for the avoidance of doubt, payments of salaries, advances, bonuses (including pre-funded bonuses) or stock incentives of employees of the Credit Parties in the ordinary course of business.

(e)While an Event of Default is in existence, pay any funds under a Credit Default Swap to the counterparty thereto except for funds that are used directly to pay Program Expenses; provided, however, in connection the payment of such funds, Borrower shall provide documentation reasonably acceptable to Agent evidencing such payments, such as amount, purpose, type of Program Expense, recipient, etc.; provided, further, that this clause (e) shall not apply at any time that the First Lien Facility is outstanding.

Section 8.8Mergers; Acquisitions; Asset Sales. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, without Agent’s prior written consent, (a) be a party to any merger or consolidation, or Acquisition or (b) consummate any Asset Sale other than a Permitted Disposition. For the avoidance of doubt, notwithstanding anything to the contrary contained herein or in any other Transaction Document to the contrary, (i) no Credit Party shall enter into (or agree to enter into) any Division/Series Transaction, or permit any of its Subsidiaries to enter into (or agree to enter into), any Division/Series Transaction and (ii) none of the provisions in this Agreement or any other Transaction Document

shall be deemed to permit any Division/Series Transaction without the prior written consent of the Agent.

Section 8.9No Further Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of their properties or assets in favor of Agent or the Holders as set forth under the Transaction Documents, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property or asset is given as security under the Transaction Documents, except in connection with any Permitted Liens or any document or instrument governing any Permitted Liens, provided that any such restriction contained therein relates only to the property or asset subject to such Permitted Liens (or proceeds thereof).

Section 8.10Affiliate Transactions. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party or any of their Subsidiaries, unless such transaction is on terms that are no less favorable to such Credit Party or such Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate and, unless the same shall not require payments thereunder in an amount exceeding $500,000 in the aggregate, are fully disclosed in writing to Agent prior to consummation thereof.

Section 8.11Insurance.

(a)The Credit Parties shall keep the Collateral properly housed and insured against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of the Credit Parties, with such companies, in such amounts, with such deductibles and under policies in such form as shall be reasonably satisfactory to the Agent. Certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies of insurance have been or shall be, no later than the Closing Date, delivered to the Agent, and shall contain an endorsement, in form and substance reasonably acceptable to Agent, showing loss under such insurance policies payable to the Agent, for the benefit of the Holders. Such endorsement, or an independent instrument furnished to the Agent, shall provide that the insurance company shall give the Agent at least thirty (30) days’ written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of a Credit Party or any other Person shall affect the right of the Agent to recover under such policy of insurance in case of loss or damage. Each Credit Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to the Agent. Each Credit Party irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as such Person’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of such Person on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance, provided however, that if no Event of Default shall have occurred and be continuing, such Credit Party may make, settle and adjust claims involving less than $100,000 in the aggregate without the Agent’s consent.

(b)The Credit Parties shall maintain, at their expense, such public liability and third-party property damage insurance as is customary for Persons engaged in businesses similar to that of the Credit Parties with such companies and in such amounts with such deductibles and under policies in such form as shall be reasonably satisfactory to the Agent in light of such customs and certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies have been or shall be, no later than the Closing Date, delivered to the Agent; each such policy shall contain an endorsement showing the Agent as additional insured thereunder and providing that the insurance company shall give the Agent at least thirty (30) days’ written notice before any such policy shall be altered or canceled.

(c)If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay any premium relating thereto, then the Agent, without waiving or releasing any obligation or default by the Credit Parties hereunder, may (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as the Agent reasonably deems advisable. Such insurance, if obtained by the Agent, may, but need not, protect each Credit Parties’ interests or pay any claim made by or against any Credit Party with respect to the Collateral. Such insurance may be more expensive than the cost of insurance the Credit Parties may be able to obtain on their own and may be cancelled only upon the Credit Parties providing evidence that they have obtained the insurance as required above. All sums disbursed by the Agent in connection with any such actions, including, without limitation, court costs, expenses, other charges relating thereto and reasonable attorneys’ fees, shall constitute part of the Obligations due and owing hereunder, shall be payable on demand by the Credit Parties to the Agent and, until paid, shall bear interest at the Default Rate.

Section 8.12Corporate Existence and Maintenance of Properties. Each Credit Party shall, and each Credit Party shall cause each of its Subsidiaries to, maintain and preserve (a) its existence and good standing in the jurisdiction of its organization or incorporation and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be so qualified or in good standing could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect). Each Credit Party shall, and each Credit Party shall cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of the Credit Parties and their Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

Section 8.13Non-circumvention. Each Credit Party hereby covenants and agrees that neither any of the Credit Parties nor any of their Subsidiaries will, by amendment of its certificate of incorporation, certificate of formation, limited liability company agreement, bylaws, or other governing documents, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or the other Transaction Documents, and will at all times in good faith carry out all of the provisions of this Agreement and the other Transaction Documents and take all reasonable action as may be required to protect the rights of the Agent, the Lenders and the Holders.

Section 8.14Change in Business; Change in Accounting; Elevate Credit. The Credit Parties shall not engage in any line of business other than the businesses engaged in on the Closing Date and activities reasonably incident thereto. The Credit Parties shall not (a) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (b) change their Fiscal Year; method for determining fiscal quarters of any Credit Party or of any Subsidiary of any Credit Party, (c) change their name as it appears in official filings in

its jurisdiction of organization or (d) change their jurisdiction of organization, in the case of clauses (c) and (d), without providing written notice to Agent no later than thirty (30) days following the occurrence of any such change. Elevate Credit Parent shall not trade, carry on any business, own any assets or incur any liabilities except for:

(a)the provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries;

(b)ownership of shares in its Subsidiaries, intra-company debit balances, intra-company credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments constitute Collateral; and

(c)any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Section 8.15U.S. Real Property Holding Corporation. None of the Credit Parties shall become a U.S. real property holding corporation or permit or cause its shares to be U.S. real property interests, within the meaning of Section 897 of the Code.

Section 8.16Compliance with Laws. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, fail to (a) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws and the Requirements) and (b) preserve and maintain in full force and effect all material rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business. Each Holder is deemed to agree and represent to the Borrower (or its agents or representatives including the Agent) that it will provide such information and documentation and any other information concerning its investment in such Notes as may be required by the Borrower to comply with all applicable laws, rules, regulations and orders of any Governmental Authority and that the Borrower (or its agents or representatives including the Agent) may (1) provide such information and documentation and any other information concerning its investment in such Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Service and any other relevant tax authority, and the Cayman Islands Monetary Authority, in each case to the extent required by applicable law, and (2) take such other steps as the deem necessary or helpful to comply with FATCA or the Cayman AML Regulations.

Section 8.17Additional Collateral. With respect to any Property acquired after the Closing Date by any Credit Party as to which the Agent, for the benefit of the Holders does not have a perfected Lien, such Credit Party shall promptly (i) execute and deliver to the Agent, for the benefit of the Holders or its agent such amendments to the Security Documents or such other documents as the Agent, for the benefit of the Holders deems necessary or advisable to grant to the Agent, for the benefit of the Holders, a security interest in such Property and (ii) take all other actions necessary or advisable to grant to the Agent, for the benefit of the Holders, a perfected second priority (subject to Section 13.18 and subject to Permitted Liens) security interest in such Property, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Agent. If at any time during the existence of an Event of Default, Agent seeks to collect or liquidate Collateral, the Credit Parties will use their best efforts to assist Agent in any such efforts, including effectuating a sale of such Collateral.

Section 8.18Audit Rights; Field Exams; Appraisals; Meetings; Books and Records.

(a)The Credit Parties shall, upon reasonable notice and during reasonable business hours (except during the continuance of an Event of Default when no such limitations shall apply), subject to reasonable safety and security procedures, and at the Credit Parties’ sole cost and expense, permit the Agent and each Holder (or any of their respective designated representatives) to visit and inspect any of the properties of any Credit Party or any of their Subsidiaries, to examine the books of account of any Credit Party or any of their Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Credit Parties and their Subsidiaries, and to be advised as to the same by their respective officers, and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors), all at such reasonable times and intervals as the Agent and the Holders may reasonably request. In addition to the foregoing, Agent shall have the right, at the joint and several expense of the Credit Parties (not to exceed $25,000.00 per borrower; except during the continuance of an Event of Default when no such cap on the Credit Parties’ expense shall exist), to conduct a legal and/or regulatory review regarding the compliance of any Credit Parties, as well as the form of Consumer Loan Agreement (and any other agreements, certificates, instruments and documents related thereto), with all applicable laws, and any Credit Party shall cooperate with Agent and its internal and/or outside legal counsel or other third party advisors in such review. Except during the continuance of an Event of Default, the Credit Parties shall not exercise any of their rights pursuant to this Section 8.18(a) more than once per calendar year.

(b)The Credit Parties shall, upon reasonable notice and during reasonable business hours, subject to reasonable safety and security procedures, and at the Credit Parties’ sole cost and expense, permit the Agent (or any of its designated representatives) and each Holder to conduct field exams of the Collateral, all at such reasonable times and intervals as the Agent may reasonably request. Except during the continuance of an Event of Default, the Credit Parties shall not exercise any of their rights pursuant to this Section 8.18(b) more than once per calendar year.

(c)The Credit Parties shall, at Agent’s request (which shall be made no more frequently than once during each calendar year unless an Event of Default shall have occurred and be continuing) and upon reasonable notice, and at the Credit Parties’ sole cost and expense, obtain an appraisal of the Collateral from an independent appraisal firm reasonably satisfactory to Agent.

(d)The Credit Parties will, upon the request of the Agent, participate in a meeting of the Agent and the Holders twice during each Fiscal Year to be held at the Credit Parties’ corporate offices (or at such other location as may be agreed to by the Borrower and the Agent) at such time as may be agreed to by the Borrower and the Agent.

(e)The Credit Parties shall, at the Credit Parties’ sole cost and expense, make all books and records of the Credit Parties available for review electronically by the Agent upon Agent’s request and subject to applicable Requirements with respect to disclosure of Customer Information.

Section 8.19Additional Issuances of Debt Securities. So long as any Notes are outstanding Borrower shall not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt securities or Equity Interests (including any preferred stock or other instrument or security) that may, in accordance with the terms thereof, be, at any time during its life, and under any circumstance, convertible into or exchangeable or exercisable for Indebtedness or debt securities, but excluding Permitted Indebtedness, without the prior written consent of the Agent.

Section 8.20Post-Closing Obligations.

(a)The Credit Parties shall (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ lending program for the solicitation, marketing, documentation, origination and servicing of Consumer Loans in each state in which any Credit Party originates Consumer Loans, (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent.

(b)With respect to all depository or other bank accounts of Borrower:

(iv)At any time the First Lien Facility is in effect, Borrower shall (a) use commercially reasonable but good faith efforts to obtain a four-party account control agreement with respect to each such account among the agent under the First Lien Facility, Agent, the applicable depository bank, and Borrower, in form and substance consistent with the terms of this Agreement, that provides Agent with “control” over such account (as defined in the Applicable UCC), and otherwise acceptable to Agent and each Lender in its sole discretion, and (b) thereafter maintain any such account control agreement in full force and effect.

(v)At any time the First Lien Facility is not in effect, Borrower shall (a) obtain an account control agreement with respect to each such account among Agent, the applicable depository bank, and Borrower, in form and substance consistent with the terms of this Agreement, that provides Agent with “control” over such account (as defined in the Applicable UCC), and otherwise acceptable to Agent and each Lender in its sole discretion, and (b) thereafter maintain any such account control agreement in full force and effect.

Section 8.21Use of Proceeds. The Borrower will use the proceeds from the sale of each Note solely (i) to purchase participation interests in any Eligible Consumer Loans and other working capital needs, (ii) to fund certain fees and expenses associated with the consummation of the transactions contemplated by this Agreement, and (iii) subject to excess availability under this facility and the First Lien Facility, to transfer funds as permitted under this Agreement and the First Lien Facility.

Section 8.22Fees, Costs and Expenses. The Credit Parties, on behalf of themselves and the other Credit Parties, shall jointly and severally reimburse the Lenders and the Holders or their designee(s) and applicable legal counsel for reasonable and documented costs and expenses

incurred in connection with the transactions contemplated by the Transaction Documents (including reasonable legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith and ongoing fees and expenses of the Borrower), subject to the limitations set forth in Section 13.1 hereof, which amounts shall be paid by the Credit Parties to the Agent, for the benefit of itself and the Lenders and the Holders, on the Closing Date. After the Closing Date, the Guarantors agree to pay the ongoing fees, Taxes (if any) and expenses of the Borrower. In addition, the Credit Parties shall, within five (5) Business Days of receiving a request from the Agent therefor, reimburse the Agent for any additional reasonable legal fees incurred post-closing in connection with perfecting the Agent’s security interests and any additional filing or recording fees in connection therewith. The Credit Parties shall be responsible for the payment of, and shall pay, any placement agent’s fees, financial advisory fees, or broker’s commissions relating to or arising out of the transactions contemplated hereby, and shall hold the Agent, each Holder and each Lender harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.

Section 8.23Modification of Organizational Documents and Certain Documents. The Credit Parties shall not, without the prior written consent of the Agent, (i) permit the charter, by-laws, memorandum and articles of association, or other organizational or incorporation documents of any Credit Party, or any Material Contract, to be amended or modified, or (ii) amend, supplement in a manner adverse to the Agent, any Lender or any Holder or otherwise modify, or waive any material rights, claims or remedies under, any of the Consumer Loan Agreements except with respect to a settlement or charge off thereunder in the ordinary course of business.

Section 8.24Joinder. The Credit Parties shall notify the Agent in writing within the earlier of: (i) thirty (30) days of the formation or acquisition of any Subsidiaries; or (ii) the making of any Consumer Loans by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the Closing Date, the Credit Parties shall at their own expense, within the time period set forth in the immediately preceding sentence, cause each such Subsidiary to execute an instrument of joinder in the form attached hereto as Exhibit F (a “Joinder Agreement”), obligating such Subsidiary to any or all of the Transaction Documents deemed necessary or appropriate by the Agent and cause the applicable Person that owns the Equity Interests of such Subsidiary to pledge to the Holders 100% of the Equity Interests owned by it of each such Subsidiary formed or acquired after the Closing Date and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (provided that with respect to any First Tier Foreign Subsidiary, if a 956 Impact exists such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting Equity Interests and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Equity Interests). In the event a Person becomes a Guarantor (a “New Guarantor”) pursuant to the Joinder Agreement, upon such execution the New Guarantor shall be bound by all the terms and conditions hereof and the other Transaction Documents to the same extent as though such New Guarantor had originally executed the Transaction Documents. The addition of a New Guarantor shall not in any manner affect the obligations of the other Credit Parties hereunder or thereunder. Each Credit Party, each Lender, each Holder and the Agent acknowledges that the schedules and exhibits hereto or thereto may be amended or modified in connection with the addition of any New Guarantor to reflect information relating to such New Guarantor. Compliance with this Section 8.24 shall not excuse any violation of Section 8.8 for failing to obtain Lender’s prior consent to a merger, consolidation or Acquisition. A “956 Impact” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the voting Equity Interests of, a Foreign Subsidiary would result in material incremental income tax liability under

Section 956 of the Code to Elevate Credit Parent, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors.

Section 8.25Investments. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make or permit to exist any Investment in any other Person, except the following:

(a)Cash Equivalent Investments, to the extent the Agent has a second priority security interest therein;

(b)bank deposits in the ordinary course of business, to the extent the Agent has a second priority security interest therein;

(c)Investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(d)Investments owned by the Credit Parties and their Subsidiaries on the Closing Date as set forth on Schedule 8.25;

(e)(i) Domestic Credit Parties may maintain Investments in Foreign Subsidiaries in amounts not to exceed the outstanding amounts of such Investments as of the Closing Date plus additional Investments in Foreign Subsidiaries after the Closing Date to the extent expressly approved by Agent in advance in writing; provided, if the Investments described in the foregoing clause (i) are evidenced by notes, such notes shall be pledged to Agent, for the benefit of the Lenders, and have such terms as Agent may reasonably require; and (ii) Foreign Subsidiaries may make Investments in other Foreign Subsidiaries;

(f)Investments constituting cash equity contributions by Elevate Credit Parent in the Borrower, including, without limitation, cash equity contributions made in order to satisfy the LTV Covenant Cure Obligation, and Investments by Elevate Credit Parent in its other Subsidiaries that are Credit Parties; and

(g)Investments made by the Credit Parties (other than Elevate Credit Parent) constituting Consumer Loans to residents of the United States.

Section 8.26Further Assurances. At any time or from time to time upon the request of the Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Agent may reasonably request in order to effect fully the purposes of the Transaction Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as the Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by all Subsidiaries of the Credit Parties and secured by substantially all of the assets of the Credit Parties and their Subsidiaries (in each case provided, in the case of Foreign Subsidiaries, no 956 Impact would arise as a result thereof).

Section 8.27Backup Servicer. At any time or from time to time upon the request of the Agent, the Borrower shall appoint, at Borrower’s sole expense, a Backup Servicer that is satisfactory to the Agent in Agent’s sole discretion and shall enter into a Backup Servicing Agreement that is satisfactory (including with respect to the Credit Parties’ obligations to cooperate with such Backup servicer and provide any data and other information and documents, including data tapes, to such Backup Servicer to allow Backup Servicer to perform its duties) to the Agent in Agent’s sole discretion; provided, however, if Borrower appoints a Backup Servicer pursuant to the First Lien Facility, then (i) Agent on behalf of the Lenders shall have the benefits

of such agreement with respect to the Loan hereunder, and (ii) if the First Lien Facility is terminated for any reason, any agreement with the Backup Servicer shall continue in full force and effect with respect to the Loan and for the benefit of Agent on behalf of the Lenders.

Section 8.28Claims Escrow Account.

(a)Within two (2) Business Days on or after the date in which (i) all Obligations not relating to any pending claim that are due to Lenders and Holders have been paid in full and (ii) the Credit Parties are aware of a pending claim, the Borrower shall establish and maintain a deposit account at a bank reasonable acceptable to Agent, in the form of time deposit or demand account (the “Claims Escrow Account”). Such Claims Escrow Account shall be a Blocked Account. The Borrower shall deposit in the Claims Escrow Account, no later than one (1) Business Day following receipt, fifty percent (50%) of the collections received by Borrower from all of the Consumer Loans until the Claims Escrow Account Funding Condition is satisfied. After a Claims Escrow Account is established pursuant to this Section 8.28 and subject to the rights of the parties under the Intercreditor Agreement, the Borrower shall be permitted to remit, prior to the satisfaction of the Claims Escrow Account Funding Condition, the fifty percent (50%) of the collections remaining after remitting to the Claims Escrow Account and, on and after the satisfaction of the Claims Escrow Account Funding Condition, one hundred percent (100%) of any collections to the applicable Elevate Credit Subsidiary in accordance with the applicable contractual terms between Borrower and such Elevate Credit Subsidiary. For the avoidance of doubt and notwithstanding Section 12.14, subject to the satisfaction of the foregoing requirements this Section 8.28(a), the Agent shall not seek to limit the ability of the Borrower to remit funds to the Elevate Credit Subsidiary under this Section 8.28(a) and such amounts shall be released without restriction from the Lien of the Financing Agreement.

(b)In the sole discretion of the Agent, funds deposited in the Claims Escrow Account may be used to satisfy any Obligations then due to Lenders, Holders and/or Agent.

ARTICLE 9

CROSS GUARANTY

Section 9.1.Cross-Guaranty. Each Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees to the Agent, the Lenders, the Holders and their respective successors and assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations. Each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Article 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this Article 9 shall be absolute and unconditional, irrespective of, and unaffected by:

(a)the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Transaction Document or any other agreement, document or instrument to which any Credit Party is or may become a party;

(b)the absence of any action to enforce this Agreement (including this Article 9) or any other Transaction Document or the waiver or consent by the Agent, the Lenders or the Holders with respect to any of the provisions thereof;

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

(d)any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the obligations guaranteed hereunder.

Section 9.2Waivers by Guarantors. Each Guarantor expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent, the Lenders or the Holders to marshal assets or to proceed in respect of the obligations guaranteed hereunder against any other Credit Party or Subsidiary, any other party or against any security for the payment and performance of the obligations under the Transaction Documents before proceeding against, or as a condition to proceeding against, such Guarantor. It is agreed among each Guarantor that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Transaction Documents and that, but for the provisions of this Article 9 and such waivers, the Agent, the Lenders and the Holders would decline to enter into this Agreement.

Section 9.3Benefit of Guaranty. Each Guarantor agrees that the provisions of this Article 9 are for the benefit of the Agent, the Lenders, the Holders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Credit Party, on the one hand, and the Agent, the Lenders and the Holders, on the other hand, the obligations of such other Credit Party under the Transaction Documents.

Section 9.4Waiver of Subrogation, Etc. Notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, and except as set forth in Section 9.7, each Guarantor hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Agent, the Lenders and the Holders and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Article 9, and that the Agent, the Lenders, the Holders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 9.4.

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

Section 9.6Limitation. Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability under this Article 9 (which liability is in any event in addition to amounts for which Credit Parties are primarily liable under the Transaction

Documents) shall be limited to an amount not to exceed as of any date of determination the greater of:

(a)the net amount of all amounts advanced to such Guarantor under this Agreement or otherwise transferred to, or for the benefit of, such Guarantor (including any interest and fees and other charges); and

(b)the amount that could be claimed by the Agent, the Lenders and the Holders from such Guarantor under this Article 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Credit Party under Section 9.7.

Section 9.7Contribution with Respect to Guaranty Obligations.

(a)To the extent that any Guarantor shall make a payment under this Article 9 of all or any of the Obligations under the Transaction Documents (other than financial accommodations made to that Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b)As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Guarantor under this Article 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c)This Section 9.7 is intended only to define the relative rights of Guarantor and nothing set forth in this Section 9.7 is intended to or shall impair the obligations of Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 9.1. Nothing contained in this Section 9.7 shall limit the liability of any Credit Party to pay the financial accommodations made directly or indirectly to that Credit Party and accrued interest, fees and expenses with respect thereto for which such Credit Party shall be primarily liable.

(d)The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing.

The rights of the indemnifying Guarantor against other Guarantor under this Section 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the Transaction Documents.

Section 9.8Liability Cumulative. The liability of each Guarantor under this Article 9 is in addition to and shall be cumulative with all liabilities of each other Credit Party to the Agent, the Lenders and the Holders under this Agreement and the other Transaction Documents to which such Credit Party is a party or in respect of any Obligations under the Transaction Documents or obligation of the other Credit Party, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

Section 9.9Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Credit Parties under this Agreement is stayed upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable jointly and severally by the Credit Parties hereunder forthwith on demand by the Agent.

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

Section 9.11Indemnity. Each Guarantor irrevocably and unconditionally jointly and severally agrees with the Agent, each Lender and each Holder that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Agent, such Lender and/or such Holder, as applicable, immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Article 9 if the amount claimed had been recoverable on the basis of a guarantee.

Section 9.12Reinstatement. If any discharge, release or arrangement (whether in respect of the Obligations or any security for those Obligations or otherwise) is made by the Agent, a Lender and/or a Holder in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Article 9 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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

Section 9.14General.

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

(b)The provisions of this Article 9 are subject to the terms and conditions of the VPC Intercreditor Agreement and the Pine Hill Intercreditor Agreement to the extent any such agreement is in effect at any given time.

ARTICLE 10

RIGHTS UPON EVENT OF DEFAULT

Section 10.1Event of Default. Each of the following events shall constitute an “Event of Default”:

(a)any Credit Parties’ failure to pay to the Agent, the Holders and/or the Lenders any amount of (i) principal or redemptions when and as due under this Agreement or any Note (including, without limitation, the Credit Parties’ failure to pay any redemption payments or amounts hereunder or under any Note) or any other Transaction Document, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby or (ii) interest (including interest calculated at the Default Rate), Late Charges, Prepayment Premium or other amounts (other than principal or redemptions) within five (5) days after the same shall become due under this Agreement or any Note or any other Transaction Document, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby;

(b)any default occurs and is continuing under (subject to any applicable grace periods), or any redemption of or acceleration prior to maturity of, (i) the First Lien Facility or (ii) any other Indebtedness (other than the Obligations) of any Credit Party or any Subsidiary of any Credit Party in excess of $100,000; provided, that, in the event that any such default or acceleration of indebtedness is cured, waived or rescinded by the holders thereof, no Event of Default shall exist as a result of such cured or waived default or rescinded acceleration subject to the terms of any written agreement among Borrower and Agent or Lenders at the time of such cure, waiver, or rescission;

(c)(i) any Credit Party or any Subsidiary of any Credit Party pursuant to or within the meaning of Title 11, U.S. Code (the “Bankruptcy Code”) or any similar federal, foreign or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, or to the conversion of an involuntary case to a voluntary case, (C) consents to the appointment of or taking of possession by a receiver, trustee, assignee, liquidator or similar official (a “Custodian”) for all or a substantial part of its property, (D) makes a general assignment for the benefit of its creditors, or (E) is generally unable to pay its debts as they become due; (ii) the Credit Parties, taken as a whole, become Insolvent or (iii) the board of directors (or similar governing body) of any Credit Party or any Subsidiary of any Credit Party (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the actions referred to in this Section 10.1(c) or Section 10.1(d);

(d)any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction in which a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law, which order or decree (A) (1) is not stayed or (2) is not rescinded, vacated, overturned, or otherwise withdrawn within sixty (60) days after the entry thereof, and (B) is for relief against any Credit Party or any Subsidiary of any Credit Party in an involuntary case, (ii) appoints a Custodian over all or a substantial part of the property of any Credit Party or any Subsidiary of any Credit Party and such appointment continues for sixty (60) days, (iii) orders the liquidation of any Credit Party or any Subsidiary of any Credit Party, or (iv) issues a warrant of attachment, execution or similar process against any substantial part of the property of any Credit Party or any Subsidiary of any Credit Party;

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

(f)any Credit Party breaches any covenant, or other term or condition of any Transaction Document, any other agreement with the Agent, any Lender or any Holder, except in the case of a breach of a covenant or other term or condition of any Transaction Document (other than Sections 8.1(a), 8.2, 8.3(c), 8.4 through 8.11, 8.13, 8.14, 8.16, 8.17, 8.18, 8.20, 8.21, 8.23, and 8.25 of this Agreement) which is curable, only if such breach continues for a period of thirty (30) days after the earlier to occur of (A) the date upon which an executive officer of any Credit Party becomes aware of such default and (B) the date upon which written notice thereof is given to the Borrower by Agent; and a breach addressed by the other provisions of this Section 10.1; provided, the foregoing notwithstanding, the Credit Parties shall be afforded a grace period of five (5) Business Days, exercisable no more than an aggregate of twice per year during the term of this Agreement, with regard to the delivery requirements set forth in Section 8.2 hereof;

(g)a Change of Control that is not in connection with an M&A Event resulting in a Permitted Redemption pursuant to Section 2.3(a) occurs;

(h)any representation or warranty made by any Credit Party herein or in any other Transaction Document is breached or is false or misleading, each in any material respect;

(i)any “Event of Default” occurs and is continuing with respect to any of the other Transaction Documents, or under any of the First Lien Facility, VPC Rise Facility, Pine Hill Facility, or the Today Card Facility beyond any applicable notice or cure period;

(j)(i) the written rescindment or repudiation by any Credit Party of any Transaction Document or any of its obligations under any Transaction Document, or (ii) any Transaction Document or any material term thereof shall cease to be, or is asserted by any Credit Party not to be, a legal, valid and binding obligation of any Credit Party enforceable in accordance with its terms;

(k)any Lien against the Collateral intended to be created by any Security Document shall at any time be invalidated, subordinated (except to Permitted Liens to the extent expressly permitted under the Transaction Documents) or otherwise cease to be in full force and

effect, for whatever reason, or any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, second priority perfected Lien (to the extent that any Transaction Document obligates the parties to provide such a perfected second priority Lien, and except to the extent Permitted Liens are permitted by the terms of the Transaction Documents to have priority) in the Collateral (except as expressly otherwise provided under and in accordance with the terms of such Transaction Document);

(l)any material provision of any Transaction Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Credit Party, or a proceeding shall be commenced by any Credit Party, or by any Governmental Authority having jurisdiction over such Credit Party, seeking to establish the invalidity or unenforceability thereof, or any Credit Party shall deny that it has any liability or obligation purported to be created under any Transaction Document;

(m)Reserved;

(n)the occurrence of (i) any event which could reasonably be expected to have a Material Adverse Effect, (ii) a State Force Majeure Event, or (iii) a Federal or Multi-State Force Majeure Event;

(o)(i) any Credit Party or Subsidiary of any Credit Party liquidates, dissolves, terminates or suspends its business operations or otherwise fails to operate its business in the ordinary course; provided, the foregoing notwithstanding any of the Elevate Credit Subsidiaries may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time or (ii) the authority or ability of any Credit Party or Subsidiary of any Credit Party to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Credit Party, any of their Subsidiaries or any of their respective assets;

(p)Jason Harvison and Steve Trussel shall, at any time for any reason, cease to be employed by either an Elevate Credit Subsidiary or Elevate Credit Parent in the same position and with duties substantially similar to those held as of the Closing Date, unless a replacement reasonably satisfactory to Agent shall have been appointed and employed (including on an interim basis) within ninety (90) days of his cessation of employment;

(q)any material decline or depreciation in the value or market price of the Collateral (whether actual or reasonably anticipated), which causes the Collateral, in the reasonable opinion of Agent acting in good faith, to become unsatisfactory as to value or character, or which causes the Agent to reasonably believe that the Obligations are inadequately secured and that the likelihood for repayment of the Obligations is or will soon be materially impaired, time being of the essence;

(r)(i) the occurrence of one or more ERISA Events which individually or in the aggregate result(s) in or could reasonably be expected to result in liability of the Credit Parties or any of their Subsidiaries in excess of $100,000 during the term hereof; or (ii) the existence of any fact or circumstance that could reasonably be expected to result in the imposition of a Lien pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code; or

(s)any default or event of default (monetary or otherwise) by a Credit Party shall occur with respect to any Material Contract, which if curable has not been cured in

accordance with the provisions of the applicable Material Contract and that could have a Material Adverse Effect.

Section 10.2Termination of Commitments and Acceleration Right.

(a)Promptly after the occurrence of an Event of Default, the Borrower shall deliver written notice thereof via e-mail and overnight courier (an “Event of Default Notice”) to the Agent. At any time after the earlier of the Agent’s receipt of an Event of Default Notice and the Agent becoming aware of an Event of Default which has not been cured or waived, (i) the Agent may declare all or any portion of the Commitment of each Lender to purchase additional Notes to be suspended or terminated by delivering written notice thereof (an “Event of Default Commitment Suspension or Termination Notice”) to the Borrower, which Event of Default Commitment Suspension or Termination Notice shall indicate the portion of the Commitments that the Agent is suspending or terminating, whereupon such Commitments shall forthwith be suspended or terminated, and/or (ii) the Agent may require the Borrower to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the tranche(s) and portion(s) of the Notes that the Agent is requiring the Borrower to redeem (to be allocated on a pro rata basis with respect to the applicable outstanding Notes), whereupon a corresponding pro rata portion of the applicable Commitments in respect thereof shall forthwith be terminated effective upon the date of such Event of Default Redemption Notice; provided, that upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d), and without any action on behalf of the Agent, any Holder or any Lender, the Commitments, in whole, shall automatically be terminated and the Notes shall automatically be redeemed by the Borrower. All Notes subject to redemption by the Borrower pursuant to this Section 10.2 shall be redeemed by the Borrower at a price equal to the outstanding principal amount of such Notes, plus accrued and unpaid interest, accrued and unpaid Late Charges, accrued and unpaid Prepayment Premium and all other amounts due under the Transaction Documents (the “Event of Default Redemption Price”); provided, the foregoing notwithstanding, the Prepayment Premium shall not be due solely in connection with an Event of Default Redemption occurring as a result of the occurrence of an Event of Default of the type described in Sections 10.1(n)(ii) or 10.1(n)(iii) so long as no other Event of Default shall be in existence at such time.

(b)In the case of an Event of Default Redemption, the Borrower shall deliver the applicable Event of Default Redemption Price to the Agent within three (3) Business Days after the Borrower’s receipt of the Event of Default Redemption Notice. In the case of an Event of Default Redemption of less than all of the principal of the Notes, the Borrower shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the portion of the outstanding principal thereunder that has not be paid as a result of such redemption.

Section 10.3Consultation Rights. Without in any way limiting any remedy that the Agent, the Holders or the Lenders may have, at law or in equity, under any Transaction Document (including under the foregoing provisions of this Article 10) or otherwise, upon the occurrence and during the continuance of any Event of Default, upon the request of the Agent, the Credit Parties shall hire or otherwise retain a consultant, advisor or similar Person acceptable to the Agent to advise the Credit Parties with respect to their business and operations.

Section 10.4Other Remedies. The remedies provided herein and in the Notes shall be cumulative and in addition to all other remedies available under any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Agent’s, any Lender’s or any Holder’s right

to pursue actual damages for any failure by the Credit Parties to comply with the terms of this Agreement, the Notes and the other Transaction Documents. Amounts set forth or provided for herein and in the Notes with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Agent, the Holders and/or the Lenders and shall not, except as expressly provided herein, be subject to any other obligation of the Credit Parties (or the performance thereof). Each of the Credit Parties acknowledges that a breach by it of its obligations hereunder and under the Notes and the other Transaction Documents will cause irreparable harm to the Agent, the Holders and the Lenders and that the remedy at law for any such breach may be inadequate. The Credit Parties therefore agree that, in the event of any such breach or threatened breach, the Agent, the Holders and the Lenders shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 10.5Application of Proceeds.

(a)Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower or any other Credit Party of all or any part of the Obligations, and, as between the Credit Parties on the one hand and Agent and Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent.

(b)Following the occurrence and during the continuance of an Event of Default, any and all voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations shall be delivered to the Agent and shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Transaction Documents or the Collateral; second, to accrued and unpaid interest on a pro rata basis with respect to the outstanding Notes; and third, to the principal amount of Notes then due and owing on a pro rata basis with respect to the outstanding Notes.

(c)Any payments, prepayments or proceeds of Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Agent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 10.5, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category.

ARTICLE 11

[RESERVED]

ARTICLE 12

AGENCY PROVISIONS

Section 12.1Appointment. Each of the Holders and Lenders hereby irrevocably designates and appoints Agent as the administrative agent and collateral agent of such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Transaction Documents for the term hereof (and Agent hereby accepts such appointment), and each such Holder and Lender irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any reference to the Agent in this Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, Lenders and Holders (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, Holder or any other Person and (c) shall have no implied functions, responsibilities, duties,

obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of the Transaction Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence.

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

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

Section 12.4Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or the other Transaction Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by the Agent with reasonable care.

Section 12.5Exculpatory Provisions. Neither the Agent nor any of its Related Parties shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for actions occasioned by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Holders or Lenders for any recitals, statements, representations or warranties made by any Guarantor, the Borrower or any of their respective Subsidiaries or any officer thereof contained in this

Agreement, the other Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or the other Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or for any failure of any Guarantor, the Borrower or any of their respective Subsidiaries to perform its obligations hereunder or thereunder. The Agent shall not be under any obligation to any Holder or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or of any other Transaction Document, or to inspect the properties, books or records of any Guarantor, the Borrower or any of their respective Subsidiaries.

Section 12.6Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless the Agent shall have actual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Transaction Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby, all the Holders) as it deems appropriate, if any, or it shall first be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Transaction Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent:

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

(b)shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and

(c)makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents;

and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrower shall cause each other Credit

Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Section 12.7Notices of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder or under any other Transaction Document unless it has received notice of such Event of Default in accordance with the terms hereof or thereof or notice from a Holder, a Lender or the Borrower referring to this Agreement or the other Transaction Documents describing such Event of Default and stating that such notice is a “notice of default.” In the event that the Agent receives such a notice, it shall promptly give notice thereof to the Holders and Lenders. The Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of the Holders and Lenders, except to the extent that other provisions of this Agreement or the other Transaction Documents expressly require that any such action be taken or not be taken only with the consent and authorization or upon the request of all the Holders.

Section 12.8Non Reliance on the Agent and Other Holders. Each of the Holders and Lenders expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys in fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of Elevate Credit Parent, the Borrower or any of their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Holder or Lender. Each of the Holders and Lenders represents that it has made and will continue to make, independently and without reliance upon the Agent or any other Holder or Lender, and based on such documents and information as it shall deem appropriate at the time, its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of Elevate Credit Parent, the Borrower and their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Holders and Lenders by the Agent hereunder or under the other Transaction Documents, the Agent shall not have any duty or responsibility to provide any Holder or Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of Elevate Credit Parent, the Borrower or any of their respective Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys in fact, respective Subsidiaries or Affiliates.

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

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

Section 12.11Resignation of the Agent; Successor Agent. The Agent may resign as Agent at any time by giving thirty (30) days advance notice thereof to the Holders and Lenders and the Borrower and, thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, then the Agent may, on behalf of the Holders and Lenders, appoint a successor Agent reasonably acceptable to the Borrower (so long as no Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 12.11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Section 12.12Reimbursement by Holders and Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 13.1 or Section 13.12 to be paid by it to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Holder and Lender severally agrees to pay to the Agent (or any such sub agent) or such Related Party, as the case may be, such Holder’s or Lender’s applicable percentage thereof (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. For the purposes of this Section 12.12, the “applicable percentage” of a Holder or a Lender shall be the percentage of the total aggregate principal amount of the Notes represented by the Notes held by such Holder or Lender at such time.

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

Transaction Document, any applicable withholding tax that was required to be withheld from any prior payment to such Lender or Holder but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender or Holder under this Section 12.13.

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

(a)any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and

(b)any Lien held by Agent for the benefit of the Lenders and Holders against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to this Agreement after giving effect to such transaction have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon clause (xiii) of the definition of Permitted Liens and (iii) all of the Collateral and all Credit Parties, upon (A) indefeasible payment in full in cash of the Obligations (other than any indemnity obligations of any Credit Party under the Transaction Documents that satisfy all of the following conditions: (X) such indemnity obligations are not then due and payable and (Y) such indemnity obligations are obligations for which any events or claims that would give rise thereto are not then pending) under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder) and (B) to the extent requested by Agent, receipt by Agent and the Lenders and Holders of liability releases from the Credit Parties each in form and substance acceptable to Agent.

ARTICLE 13

MISCELLANEOUS

Section 13.1Payment of Expenses. The Credit Parties shall reimburse the Agent, the Lenders and the Holders on demand for all reasonable costs and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by the Agent, the Lenders and the Holders in connection with (i) the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, this Agreement and any other Transaction Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, ongoing fees and expenses of the Borrower, and any other transactions between the Credit Parties and the Agent, the Lenders and the Holders, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (including due diligence review) costs; (ii) the collection, protection or enforcement of any rights in or to the Collateral; (iii) the collection of any Obligations; (iv) the administration and enforcement of Agent’s, any Lender’s and any Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by Agent, the Lenders or the Holders for such purposes, and any costs and expenses incurred in connection with the forbearance of any of the rights and remedies of the Agent, the Lenders and any Holders hereunder); (v) any refinancing or restructuring of the Notes

whether in the nature of a “work-out,” in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; (vi) the assignment, transfer or syndication of the Notes; and (vii) any liability for any Non-Excluded Taxes, if any, including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Agent, the Lenders and/or the Holders), that may be payable in connection with the purchase of the Notes contemplated by this Agreement and the other Transaction Documents. The Credit Parties shall also pay all normal service charges with respect to all accounts maintained by the Credit Parties with the Lenders and/or the Holders and any additional services requested by the Credit Parties from the Lenders and/or the Holders. All such costs, expenses and charges shall constitute Obligations hereunder, shall be payable by the Credit Parties to the applicable Lenders or Holders on demand, and, until paid, shall bear interest at the highest rate then applicable to the Notes hereunder. Without limiting the foregoing, if (a) any Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or any Holder or Lender otherwise takes action to collect amounts due under such Note or to enforce the provisions of this Agreement or such Note or (b) there occurs any bankruptcy, reorganization, receivership of any Credit Party or other proceedings affecting creditors’ rights and involving a claim under this Agreement or such Note, then the Credit Parties shall pay the costs incurred by such Holder or such Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements (including such fees and disbursements related to seeking relief from any stay, automatic or otherwise, in effect under any Bankruptcy Law).

Section 13.2Governing Law; Jurisdiction; Jury Trial.

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

(b)Borrower agrees and consents that all service of process in any such suit, action or proceeding in Texas State or Federal Court sitting in Dallas, Texas may be made by hand-delivered by courier or by certified or registered mail, return receipt required, directed to Borrower at the following address (or such other address determined by Borrower upon prior written notice of such change to Lender): c/o Elevate Credit, Inc., 4150 International Plaza, Suite 300, Fort Worth, Texas 76109, Attention: Chief Executive Officer.

Section 13.3Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party;

provided that a .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a .pdf signature.

Section 13.4Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 13.5Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 13.6Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Agent, the Holders, the Lenders, the Credit Parties, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the Credit Parties or the Agent, any Holder or any Lender makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement, the Notes or any of the other Transaction Documents may be amended or waived other than by an instrument in writing signed by the Credit Parties and the Agent (provided, that no amendment or waiver hereof shall (a) extend the Maturity Date of any Note (it being agreed that, for purposes of clarification, mandatory redemptions pursuant to Section 2.3(b) may be postponed, delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the Agent), (b) decrease the amount or rate of interest (it being agreed that waiver of the Default Rate shall only require the consent of the Agent), premium, principal or other amounts payable hereunder or under any Note or forgive or waive any such payment (it being agreed that mandatory redemptions pursuant to Section 2.3(b) may be postponed, delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the Agent), (c) modify this Section 13.6, or (d) disproportionately and adversely affect any Lender or Holder as compared to other Lenders or Holders, in each case, without the consent of all Holders directly affected thereby), and any amendment or waiver to this Agreement made in conformity with the provisions of this Section 13.6 shall be binding on all Lenders and all Holders, as applicable. None of the Credit Parties has, directly or indirectly, made any agreements with the Agent, any Lenders or any Holders relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, each of the Credit Parties confirms that, except as set forth in this Agreement, none of Agent, any Lender or any Holder has made any commitment or promise or has any other obligation to provide any financing to the Credit Parties or otherwise.

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

If to any of the Guarantors:

c/o Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

USA

Attention: Chief Executive Officer

E-Mail: [****]

with a copy (for informational purposes only) to:

Coblentz Patch Duffy & Bass LLP

One Montgomery Street, Suite 3000

San Francisco, California 94104

USA

Telephone: ([****]

Attention: [****]

E-Mail: [****]

If to the Borrower:

Elastic SPV, Ltd.

EC SPV, Ltd.

EF SPV, Ltd.

c/o MaplesFS Limited

PO Box 1093

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Telephone: [****]

Attention: The Directors

E-mail: [****]

If to the Agent:

Park Cities Asset Management, LLC
8214 Westchester Drive, Suite 910
Dallas, Texas 75225
Telephone: [****]
Attention: [****]
Email: [****]

with a copy (for informational purposes only) to:

Wick Phillips Gould & Martin LLP

3131 McKinney Avenue, Suite 500

Dallas, Texas 75204

Attention: [****]

E-mail: [****]

If to a Lender, to its address and e-mail address set forth on the Schedule of Lenders, with copies to such Lender’s representatives as set forth on the Schedule of Lenders,

If to a Holder (that is not also a Lender), to the address and e-mail address as such Holder has specified by written notice given to each other party at the time such Holder has become a Holder hereunder,

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

Section 13.8Successors and Assigns; Participants. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, including any purchasers of the Notes. None of the Credit Parties shall assign this Agreement or any rights or obligations hereunder without the prior written consent of Agent, including by way of a Change of Control. Subject to the provisions of Section 2.7, 2.8 and 2.9 hereof, a Lender or Holder may assign some or all of its rights and obligations hereunder in connection with the transfer of any of its Notes to any Person (an “Assignee”), with the prior written consent of the Agent and, so long as no Event of Default exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed and neither of which consents shall be required for an assignment by (i) a Lender to an Assignee that is (A) another Lender or Holder or (B) an Affiliate of such assigning Lender or (ii) a Holder to an Assignee that is (A) another Holder or Lender or (B) an Affiliate of such assigning Holder); provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof. Each such permitted Assignee shall be deemed to be the Lender (or, as provided below, a Holder) hereunder with respect to such assigned rights and obligations, and the Credit Parties shall ensure that such transferee is registered as a Holder and that any Liens on the Collateral shall be for the benefit of such Holder (as well as the other Holders of Notes). For purposes of clarification, a Lender may assign all or a portion of such Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the applicable Commitments. Any Assignee of all or a portion of a Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment(s) (such assignment, a “Principal Only Assignment”), shall be deemed a “Holder” and not a “Lender” hereunder, and all or such portion of the Notes held by such Lender that shall have been assigned to such Holder pursuant to the Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, if requested by such Holder, a Note payable to such Holder in an amount equal to the principal amount of outstanding Notes as shall have been assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any Assignee of a Principal Only Assignment shall have no obligation to purchase any Notes. For purposes of determining whether the Borrower has reached the Maximum Commitment hereunder, any principal amount of Notes outstanding with respect to a Principal Only Assignment shall be included in such determination. In connection with any permitted assignment by a Holder of some or all of its rights and obligations hereunder, upon the request of such Holder, the Borrower shall cause to be delivered to the Assignee thereof either (i) a letter from Outside Legal Counsel indicating that it may rely upon the opinion letter delivered by it pursuant to Section 5.1(f)(i) or (ii) an opinion from other legal counsel reasonably acceptable to the Assignee to the effect of such opinion letter, in either case dated on or before the effective date of such assignment. Notwithstanding anything in the Transaction Documents to the contrary, (i) no lender to or funding or financing source of a Lender or its Affiliates shall have any obligation to purchase Notes, (ii) there shall be no limitation or restriction or consent right on a Lender's ability to assign or otherwise transfer any Transaction Document, Note or Obligation to an Affiliate or lender or funding or financing source, and (iii) there shall be no limitation or restriction or consent rights on such Affiliates’ or

lenders’ or financing or funding sources’ ability to assign or otherwise transfer any Transaction Document, Note or Obligation (or any of its rights thereunder or interest therein).

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

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

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

Section 13.11Further Assurances. Each Credit Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 13.12Indemnification. In consideration of the Agent’s and each Lender’s execution and delivery of the Transaction Documents and acquisition of the Notes hereunder and in addition to all of the Credit Parties’ other obligations under the Transaction Documents, the Credit Parties shall jointly and severally defend, protect, indemnify and hold harmless the Agent, each Lender, each other Holder, each of their respective Affiliates and all of their respective stockholders, equity holders, partners, members, managers, investment managers, officers, directors, employees, principals, advisory board members, and direct or indirect investors and any of the foregoing Persons’ predecessors, successors, assigns, attorneys (up to an aggregate amount of $250,000 pursuant to this Section 13.12) and agents (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by any Credit Party in this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of any Credit Party contained in this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) the present or former status of any Credit Party as a U.S. real property holding corporation for federal income tax purposes within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, if applicable, (d) the Program and the Requirements and transactions otherwise contemplated by or further described in the Transaction Documents, including, without limitation, as a result of any litigation or administrative proceeding before any court or governmental or administrative body presently pending or threatened against any Indemnitee as a result of or arising from the foregoing, (e) the imposition of any Non-Excluded Taxes imposed on amounts payable under the Transaction Documents paid by such Indemnitee and any liabilities arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally asserted, (f) any improper use or disclosure or unlawful use or disclosure of Customer Information by a Credit Party or (g) any action, cause of action, suit, claim, demand, request for documents and/or information, regulatory review, subpoena, investigation, inquiry, civil investigatory demand, litigation or proceeding brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of any Credit Party) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Notes, or (iii) the status of such Lender or Holder as a lender to the Borrower pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertakings by the Credit Parties may be unenforceable for any reason, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. No Credit Party shall assert, and each waives, any claim against the Indemnitees on any theory of liability for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of, this Agreement of any of the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this Section 13.12 shall survive the payment of the Obligations and the termination of the Commitments, this Agreement and the other Transaction Documents. For the avoidance of doubt, the obligations and agreements of the Credit Parties under this Section 13.12 shall constitute “Obligations” hereunder and the other Transaction Documents.

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

Section 13.14Waiver. No failure or delay on the part of the Agent, any Holder or any Lender in the exercise of any power, right or privilege hereunder or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 13.15Payment Set Aside. To the extent that any of the Credit Parties makes a payment or payments to the Agent, the Holders or the Lenders hereunder or pursuant to any of the other Transaction Documents or the Agent, the Holders or the Lenders enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to any of the Credit Parties, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 13.16Independent Nature of the Lenders’ and the Holders’ Obligations and Rights. The obligations of each Lender and each Holder under any Transaction Document are several and not joint with the obligations of any other Lender or Holder, and no Lender or Holder shall be responsible in any way for the performance of the obligations of any other Lender or Holder under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Lender or Holder pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Agent, the Holders and/or the Lenders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents and each of the Credit Parties acknowledges that the Agent, the Lenders and the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Lender and each Holder confirms that it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Lender and each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Lender or Holder to be joined as an additional party in any proceeding for such purpose.

Section 13.17Set-off; Sharing of Payments.

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

and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have.

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

Section 13.18Limited Subordination .

(a)With respect to any Borrower obligated under and subject to liens granted pursuant to the First Lien Facility, the Obligations hereunder of any Borrower and the Liens granted under the Loan Documents in favor of Agent or the Lenders by any Borrower are and shall be at all times subordinate to the Liens granted under the First Lien Facility in effect as of the Closing Date. For the sake of clarification, any reference to a “second” lien priority herein or in any other Transaction Document shall mean “second” solely to the applicable First Lien Facility as in existence as of the Closing Date, and the use of the term “second” lien (or similar term) does not grant, imply to grant, or be deemed to grant the subordination of the liens granted by any Borrower in favor of Agent and Lenders at any time from and after the Closing Date. Any further subordination of the liens granted by any Borrower or any other Credit Party in favor of Agent and Lenders, if at all, may be addressed in the VPC Intercreditor Agreement, the Pine Hill Intercreditor Agreement, or other written instrument in each case in such form and substance as approved by Agent and the Lenders in their sole discretion.

(b)So long as the First Lien Facility is in effect, the following provision shall apply to the terms of the Transaction Documents:

THIS AGREEMENT AND ALL OTHER TRANSACTION DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND THEREIN, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”) DATED AS OF AUGUST 8, 2022, BY AND AMONG VICTORY PARK MANAGEMENT, LLC, AS SENIOR AGENT, PINE HILL FINANCE LLC, AS A SUBORDINATED CREDITOR (AS DEFINED THEREIN), PARK CITIES ASSET MANAGEMENT, LLC, AS A SUBORDINATED CREDITOR, THE OTHER SUBORDINATED CREDITORS FROM TIME TO TIME PARTY THERETO, ELEVATE CREDIT, INC. AND THE OTHER COMPANIES (AS DEFINED THEREIN)

FROM TIME TO TIME PARTY THERETO; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

Section 13.19Release of Agent and Lenders. Notwithstanding any other provision of this Agreement or any other Transaction Document, each Credit Party voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, auditors, attorneys, successors and assigns, fiduciaries, principals, investment managers, investors and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely releases and forever discharges Agent, each Lender, each Holder, their respective successors and assigns and their respective directors, officers, agents, employees, advisors, shareholders, attorneys and Affiliates and any other Person or insurer which may be responsible or liable for the acts or omissions of any of them, or who may be liable for the injury or damage resulting therefrom (collectively, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties as of the date hereof. Each Credit Party acknowledges the foregoing release is a material inducement to Agent, each Lender’s and each Holder's decision to extend to the Borrower the financial accommodations hereunder and has been relied upon by the Agent, each Holder and each Lender in agreeing to purchase the Notes.

Section 13.20Limited Recourse and Non-Petition.

(a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Borrower for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Borrower to recover any amounts due and payable by the Borrower under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Borrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Borrower whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds.

(b) The Secured Parties hereby acknowledge and agree that the Borrower’s obligations under the Transaction Documents are solely the corporate obligations of the Borrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Borrower for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Section 13.21Creditor Debtor Relationship. The relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. None of the Agent, any Lender or any Holder has any advisory or fiduciary relationship or duty to any Credit Party or to any Credit Party’s business associates arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Agent, any Lender or any Holder and the Credit Parties by virtue of, any Transaction Document or any transaction contemplated therein. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Lender or any Holder

pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity with any of the Credit Parties, or create a presumption that the Agent, the Holders and/or the Lenders are in any way acting in concert or as a group with any of the Credit Parties with respect to the transactions contemplated by the Transaction Documents. None of the Agent, any Lender or any Holder has been involved in the structuring, negotiation or implementation of the business of the Credit Parties or given any advice to the Credit Parties or any of the Credit Party’s business associates with respect to the Credit Parties structuring, negotiating, implementing and operating their respective businesses, and the Credit Parties have relied solely on the advice of their own counsel in structuring, negotiating, implementing and operating their respective businesses. Without characterizing the relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, as anything other than that of creditor and debtor, in the event the nature of such relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, shall ever be challenged and recharacterized as an equity, ownership, advisory or any other type of relationship, it is agreed and understood that the Agent, each Lender and each Holder shall solely be considered a passive investor with respect to the Credit Parties.

Section 13.22Joint and Several Liability. EACH BORROWER ACKNOWLEDGES AND AGREES THAT (a) SUCH BORROWER IS JOINTLY AND SEVERALLY LIABLE WITH EACH OTHER BORROWER FOR THE OBLIGATIONS OF BORROWER UNDER THE TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION THE OBLIGATION TO MAKE ANY PRINCIPAL, INTEREST, OR INDEMNIFICATION PAYMENT, AND (b) THE JOINT AND SEVERAL NATURE OF BORROWER’S OBLIGATIONS SHALL SURVIVE THE REPAYMENT OF THE LOAN AND SHALL CONTINUE TO BENEFIT AGENT AND EACH LENDER FOLLOWING ANY ASSIGNMENT OF THE LOAN WITH RESPECT TO MATTERS ARISING OR ACCRUING PRIOR TO SUCH ASSIGNMENT.

[Signature Pages Follow]

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

BORROWER:

ELASTIC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a Borrower

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

EC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a Borrower

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a Borrower

By: /s/ Sheraim Mascal

Name: Sheraim Mascal

Title: Director

Financing Agreement

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

GUARANTORS:

ELEVATE CREDIT, INC., a Delaware corporation

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

Financing Agreement

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

GUARANTORS (CONT.), EACH AS AN “ELEVATE CREDIT SUBSIDIARY”:

ELASTIC FINANCIAL, LLC

ELEVATE COLLECTIONS, LLC

ELEVATE DECISION SCIENCES, LLC

ELEVATE FINANCIAL RESOURCES, LLC

RISE CREDIT, LLC

FINANCIAL EDUCATION, LLC

ELEVATE CREDIT SERVICE, LLC

RISE SPV, LLC

EC FINANCIAL, LLC

EF FINANCIAL, LLC

EL SWELL, LLC

By: Elevate Credit, Inc., as Sole Member of each of the above-named entities

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

RISE CREDIT SERVICE OF OHIO, LLC

RISE CREDIT SERVICE OF TEXAS, LLC

By: RISE Credit, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

Financing Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Financing Agreement to be duly executed on the day and year first above written.

RISE FINANCIAL, LLC

RISE CREDIT OF ALABAMA, LLC

RISE CREDIT OF CALIFORNIA, LLC

RISE CREDIT OF DELAWARE, LLC

RISE CREDIT OF GEORGIA, LLC

RISE CREDIT OF IDAHO, LLC

RISE CREDIT OF ILLINOIS, LLC

RISE CREDIT OF KANSAS, LLC

RISE CREDIT OF MISSISSIPPI, LLC

RISE CREDIT OF MISSOURI, LLC

RISE CREDIT OF NEW MEXICO, LLC

RISE CREDIT OF NORTH DAKOTA, LLC

RISE CREDIT OF SOUTH CAROLINA, LLC

RISE CREDIT OF TEXAS, LLC

RISE CREDIT OF TENNESSEE, LLC

RISE CREDIT OF UTAH, LLC

RISE CREDIT OF VIRGINIA, LLC

RISE CREDIT OF WISCONSIN, LLC

By: RISE SPV, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

Financing Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Financing Agreement to be duly executed on the day and year first above written.

ELASTIC LOUISVILLE, LLC

ELEVATE ADMIN, LLC

ELASTIC MARKETING, LLC

By: Elastic Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

EC MARKETING, LLC

By: EC Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

EF MARKETING, LLC

By: EF Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

Financing Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Financing Agreement to be duly executed on the day and year first above written.

EL SWELL ADMIN, LLC

By: EL Swell, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

Financing Agreement

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

AGENT:

PARK CITIES ASSET MANAGEMENT, LLC

By: /s/ J. Andrew Thomas

Name: J. Andrew Thomas

Title: Manager

LENDER:

PCAM CREDIT XIX, LLC

By: PARK CITIES LENDING CORP.

Its: Sole Member

By: /s/ J. Andrew Thomas

Name: J. Andrew Thomas

Title: President

Financing Agreement

SCHEDULE OF LENDERS


(1)	(2)	(3)	(4)	(5)
Lender	Address and E-mail Address	Commitment to Purchase Notes:	Commitment to Purchase Closing Notes at Closing:	Legal Representative’s Address and E-mail Address
PCAM Credit XIX, LLC	Park Cities Asset Management, LLC 8214 Westchester Drive, Suite 910 Dallas, Texas 75225 Telephone: [**] Facsimile: [] Attention: [] Email: [**]	$15,000,000.00	$15,000,000.00	Wick Phillips Gould & Martin LLP 3131 McKinney Avenue, Suite 500 Dallas, Texas 75204 Telephone: [**] Facsimile: [] Attention: [] Email: [**]

Schedule of Lenders

SCHEDULES

Schedule 1.1 Program Guidelines

Schedule 7.1 Subsidiaries

Schedule 7.5 Consents

Schedule 7.7 Equity Capitalization

Schedule 7.8 Indebtedness and Other Contracts

Schedule 7.12 Intellectual Property Rights

Schedule 7.14 Absence of Certain Changes; Insolvency

Schedule 7.22 Conduct of Business; Compliance with Laws; Regulatory Permits

Schedule 7.27 ERISA

Schedule 7.32 Transactions with Affiliates

Schedule 7.40 Material Contracts

Schedule 8.3(d) Notice of Certain Proceedings as of First Amendment Effective Date

Schedule 8.25 Existing Investments

[Omitted]

Schedules and Exhibits

Exhibit A

Form of Second Lien Secured Term Note

[Omitted]

Schedules and Exhibits

Exhibit B

Form of Pledge and Security Agreement

[Omitted]

Schedules and Exhibits

Exhibit C

Form of Secretary’s Certificate

[Omitted]

Schedules and Exhibits

Exhibit D

Form of Officer’s Certificate

[Omitted]

Schedules and Exhibits

Exhibit E

Form of Compliance Certificate

[Omitted]

Schedules and Exhibits

Exhibit F

Form of Joinder Agreement

[Omitted]

Schedules and Exhibits

Exhibit G

Index of Closing Documents

[Omitted]

Schedules and Exhibits

Document

FIRST AMENDMENT TO SECOND-LIEN FINANCING AGREEMENT
AND CONSENT

This FIRST AMENDMENT TO SECOND-LIEN FINANCING AGREEMENT AND CONSENT (this “Agreement”) is made and entered into as of October 28, 2022 (the “First Amendment Closing Date”) by and among the Borrower, the Guarantors (collectively with Borrower, the “Credit Parties”), and the Lender party hereto and Agent. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement (defined below).

WHEREAS, Elastic SPV, Ltd., EF SPV, Ltd., and EC SPV, Ltd. individually and collectively are the Borrower under that certain Second Lien Financing Agreement, dated as of August 8, 2022, among it and Park Cities Asset Management, LLC (“PCAM” or the “Agent”), PCAM Credit XIX, LLC (“Lender”; together with PCAM, the “PCAM Creditors”) and the other parties from time to time thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”);

WHEREAS, some or all of the Credit Parties are parties under the CC Facility, the FinWise Facility, the Elastic Facility, or the VPC Rise Facility, as well as the Pine Hill Facility; and

WHEREAS, Borrower has requested that Lender advance an additional $5,000,000 of funding under the Financing Agreement, which amount shall be added to the Obligations and subject to certain second priority liens in favor of the Agent and Lender (the “Additional Funding”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments. The Financing Agreement and the other Transaction Documents are amended as set forth below.

(a)Additional Funding.

(i)Section 1.1 is amended as follows:

A.The definition of “Maximum Commitment” is amended to change “$15,000,000” to “$20,000,000”.

B.The definition of “Prepayment Premium” is amended to change the reference to “([****]%)” in the last line of the proviso to such definition to “[****] percent ([****]%)”.

C.The following new defined terms are added to Section 1.1 in alphabetical order:

“First Amendment” means that certain First Amendment to Second-Lien Financing Agreement and Consent dated as of the First Amendment Closing Date.

“First Amendment Closing Date” shall have the meaning assigned to such term in the First Amendment.

“First Amendment Notes” shall have the meaning assigned in Section 2.1(b).

(ii)The ninth line of Section 2.1(a) is amended by changing the reference to “column three (3)” to “column four (4)”.

(iii)A new Section 2.1(b) is added as follows:

(b) The Borrower has authorized the issuance to the Lenders on the First Amendment Closing Date of second lien secured term notes in the aggregate principal amount of $5,000,000 (the “First Amendment Closing Notes”). The First Amendment Closing Notes together with the Closing Notes constitute all the Notes as of the First Amendment Closing Date. The commitment of each Lender to fund its pro rata share of Notes issued by the Borrower as of the First Amendment Closing Date is set forth opposite such Lender’s name in column five (5) of Section 1 of the Schedule of Lenders attached hereto (such amount together with the amount set forth opposite each Lender’s name in column four (4) of Section 1 of the Schedule of Lenders constituting the Commitment of each Lender as of the First Amendment Closing Date reflected in column (3) of Section 1 of the Schedule of Lenders). Lender’s obligation to advance funds pursuant to the First Amendment Closing Notes shall be subject to the terms and conditions for the purchase and sale of Notes set forth in Section 2.1(a); provided at Lender’s election, Lender may waive any requirement(s) set forth therein related to the Notice of Purchase and Sale with respect to the First Amendment Notes.

(iv)The Schedule of Lenders is deleted in its entirety and replaced with the “Schedule of Lenders” attached as Exhibit A attached hereto.

(b)Amendment to Financial Covenants. Subject to the terms and conditions set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Credit Parties herein contained with retroactive effect as of August 31, 2022 and notwithstanding anything set forth in the Financing Agreement to the contrary, the Credit Parties and the Agent hereby agree as follows:

(i)With respect to each of EC SPV, Ltd. and EF SPV, Ltd., the Credit Parties shall not permit the Trailing Excess Spread (60% or greater APR) to be less than (x) [****] percent ([****]%) with respect to the period commencing August 31, 2022 and ending November 30, 2022 and (y) [****] percent ([****]%) with respect to the period commencing December 1, 2022 and ending December 31, 2022.

(ii)The Credit Parties shall not permit Corporate Cash to be less than [****] with respect to the period commencing September 1, 2022 and ending October 31, 2022; provided, that on and after November 1, 2022, the Credit Parties shall not permit Corporate Cash to be less than the amount required under the Financing Agreement.

(c)The amendments contained in this Section 1(b) are limited amendments and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(d)Omnibus Amendment to Transaction Documents. The Transaction Documents are deemed to be amended as necessary to incorporate the First Amendment Closing Notes within the scope of the Obligations under and secured by Transaction Documents. Without limiting the generality of the foregoing:

(i)The obligations of each Guarantor shall include a guaranty of the obligation of Borrower with respect to the First Amendment Closing Notes; and

(ii)Any security interest, lien, or similar pledge granted for the benefit of Agent or Lenders under any Transaction Document shall apply to and secure the obligations of Borrower and Guarantors with respect to the First Amendment Closing Notes, subject in each case to the terms of the VPC Intercreditor Agreement and the Pine Hill Intercreditor Agreement, as applicable.

2.Consent to Amendments; Conditions Precedent.

(a)Consent. Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Credit Parties herein contained, effective as of the date hereof, the Agent and Lender each hereby consents, to the extent required, any amendment to the any of the the CC Facility, the FinWise Facility, the Elastic Facility, the VPC Rise Facility or the Pine Hill Facility intended to give consent or to give effect to the terms of this Agreement, including the issuance of the Additional Funding pursuant to the First Amendment Closing Notes. The consent contained in this Section 2(a) is a limited consent and (x) shall not constitute nor be deemed to constitute a waiver of (i) any Default or Event of Default or (ii) any term or condition of the Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(b)Conditions Precedent. This Agreement shall become effective upon the satisfaction in full of each of the following conditions:

(i)The execution and delivery of this Agreement by the Credit Parties, Lender and Agent;

(ii)The satisfaction of the additional conditions set forth in Schedule I attached hereto;

(iii)the representations and warranties of the Credit Parties contained herein and in the Financing Agreement shall be true and correct except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; and

(iv)no Event of Default shall have occurred and be continuing or would result from the transaction contemplated hereby.

3.General Release. In consideration of the Agents’, Lenders’ and Holders’ agreements contained in this Agreement, each Credit Party hereby irrevocably releases and forever discharge the Lenders, the Holders and the Agents and their respective affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants, attorneys, managers, investment managers, partners, participants, members, principals and portfolio companies (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had or now has against any Agent, any Lender, any

Holder or any other Released Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender, any Holder or any other Released Person relating to any Financing Agreement or any other Transaction Document on or prior to the date hereof.

4.Representations and Warranties of the Credit Parties. To induce each Agent to execute and deliver this Agreement, each Credit Party represents, warrants and covenants that:

(a)The execution, delivery and performance by each Credit Party of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b)Each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.

(c)Neither the execution, delivery and performance of this Agreement or the First Amendment Closing Notes nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any such Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any such Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any such Credit Party is a party, except where any applicable Credit Party has received any necessary consents or waivers to permit the execution, delivery and performance of this Agreement and the First Amendment Closing Notes; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.

(d)No Event of Default has occurred or is continuing under this Agreement or any other Transaction Document.

5.Ratification of Liability.

(a)Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred

pursuant to or in connection with this Agreement or any Transaction Document. Each Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations under the First Amendment Closing Notes and all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Agreement and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

6.Reference to and Effect Upon the Transaction Documents.

(a)Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Transaction Documents, and all rights of the Lenders, the Holders and the Agent and all of the obligations under the Transaction Documents, as amended hereby, shall remain in full force and effect. Each Credit Party hereby confirms that the Transaction Documents, as amended hereby are in full force and effect, and that no such Credit Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any Transaction Document or the Credit Parties’ obligations thereunder.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Agreement and any amendments, consents or waivers set forth herein shall not directly or indirectly: (i) create any obligation to make any further loans or to defer any enforcement action after the occurrence of any Event of Default; (ii) constitute a consent or waiver of any past, present or future violations of any Transaction Document; (iii) amend, modify or operate as a waiver of any provision of any Transaction Document or any right, power or remedy of any Lender, any Holder or any Agent or (iv) constitute a course of dealing or other basis for altering any obligations under the Transaction Documents or any other contract or instrument. Except as expressly set forth herein, each Lender, each Holder and Agent reserve all of their rights, powers, and remedies under the Transaction Documents and applicable law. All of the provisions of the Transaction Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived previously, are hereby reinstated.

(c)From and after the date hereof, (i) the term “Agreement” in of the Financing Agreement and all references to each of the Financing Agreement in any Transaction Document shall mean the Financing Agreement, as amended by this Agreement, and (ii) the term “Transaction Documents” defined in each of the Financing Agreement shall include, without limitation, this Agreement, the First Amendment Closing Notes, and any agreements, instruments and other documents executed or delivered in connection herewith.

7.Costs and Expenses. In addition to, and not in lieu of, the terms of the Transaction Documents relating to the reimbursement of the Lenders’ and the Agent’s fees and expenses, the Credit Parties shall reimburse each Lender, each Holder and each Agent, as the case may be, promptly on demand for all fees, costs, charges and expenses, including the fees, costs and expenses of counsel and other expenses incurred in connection with this Agreement.

8.Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement with respect to the

Credit Parties and the Financing Agreement shall be governed in accordance with Section 13.2 of the Financing Agreement, which such section is incorporated herein by reference.

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

10.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

11.Severability. The invalidity, illegality, or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; provided that if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

12.Further Assurances. The parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13.Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

ELEVATE CREDIT, INC.

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

RISE SPV, LLC, a Delaware limited liability company

By: Elevate Credit, Inc., a Delaware

Corporation, its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company

By: Elevate Credit, Inc., as Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

ELASTIC FINANCIAL, LLC

ELEVATE DECISION SCIENCES, LLC

RISE CREDIT, LLC

FINANCIAL EDUCATION, LLC

EF FINANCIAL, LLC

EC FINANCIAL, LLC

EL SWELL, LLC

ELEVATE FINANCIAL RESOURCES, LLC

ELEVATE COLLECTIONS, LLC

By: Elevate Credit, Inc., as Sole Member of each of the above-named entities

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

RISE CREDIT SERVICE OF OHIO, LLC

RISE CREDIT SERVICE OF TEXAS, LLC

By: RISE Credit, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

RISE FINANCIAL, LLC

RISE CREDIT OF ALABAMA, LLC

RISE CREDIT OF CALIFORNIA, LLC

RISE CREDIT OF DELAWARE, LLC

RISE CREDIT OF GEORGIA, LLC

RISE CREDIT OF IDAHO, LLC

RISE CREDIT OF ILLINOIS, LLC

RISE CREDIT OF KANSAS, LLC

RISE CREDIT OF MISSISSIPPI, LLC

RISE CREDIT OF MISSOURI, LLC

RISE CREDIT OF NEW MEXICO, LLC

RISE CREDIT OF NORTH DAKOTA, LLC

RISE CREDIT OF SOUTH CAROLINA, LLC

RISE CREDIT OF TENNESSEE, LLC

RISE CREDIT OF TEXAS, LLC

RISE CREDIT OF UTAH, LLC

RISE CREDIT OF VIRGINIA, LLC

RISE CREDIT OF WISCONSIN, LLC

By: RISE SPV, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

ELASTIC LOUISVILLE, LLC

ELEVATE ADMIN, LLC

ELASTIC MARKETING, LLC

By: Elastic Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

EF MARKETING, LLC

By: EF Financial, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

EC MARKETING, LLC

By: EC Financial, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

EL SWELL ADMIN, LLC

By: EL Swell, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: President

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

EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

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

EC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

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

ELASTIC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

AGENT:

PARK CITIES ASSET MANAGEMENT, LLC,

As a Subordinated Creditor

By: /s/ J. Andrew Thomas

Name: J. Andrew Thomas

Title: Manager

LENDER:

PCAM CREDIT XIX, LLC

By: PARK CITIES LENDING CORP.

Its: Sole Member

By: /s/ J. Andrew Thomas

Name: J. Andrew Thomas

Title: President

Schedule I

Additional Conditions Precedent

1.The Credit Parties shall have executed and/or delivered, or caused to be delivered, to the Agent, without duplication, each of the following document(s):

a.Secured Promissory Note issued to Lender in the original aggregate principal amount of $5,000,000

2.The Borrower shall pay to the Agent for the benefit of the Lenders, a fully earned non-refundable Commitment Fee based on the principal amount of the First Amendment Closing Notes by wire transfer of immediately available funds.

3.The Borrower shall pay to the Agent on the First Amendment Closing Date all legal and other fees incurred by Agent or Lenders, and other amounts due and owing under this Agreement and other Transaction Documents.

4.Each Credit Party shall have executed and delivered, or caused to be delivered, to Agent, a certificated, executed by the secretary (or other authorized officer) of such Person dated as of the First Amendment Closing Date as to the resolutions as adopted by such Person’s board of directors (or similar governing body) in a form reasonably acceptable to the Agent.

5.Evidence reasonably acceptable to Agent that each of the creditors under the VPC Intercreditor Agreement and the Pine Hill Intercreditor Agreement have provided consent to the Additional Funding under the First Amendment Closing Notes.

Exhibit A

Schedule of Lenders
(as of First Amendment Closing Date)

SCHEDULE OF LENDERS

Section 1


(1)	(2)	(3)	(4)	(5)	(6)
Lender	Address and E-mail Address	Commitment to Purchase Notes:	Commitment to Purchase Closing Notes at Closing:	Commitment to Purchase First Amendment Closing Notes at First Amendment Closing:	Legal Representative’s Address and E-mail Address
PCAM Credit XIX, LLC	Park Cities Asset Management, LLC 8214 Westchester Drive, Suite 910 Dallas, Texas 75225 Telephone: [**] Facsimile: [] Attention: [] Email: [**]	$20,000,000.00	$15,000,000.00	$5,000,000.00	Wick Phillips Gould & Martin LLP 3131 McKinney Avenue, Suite 500 Dallas, Texas 75204 Telephone: [**] Facsimile: [] Attention: [] Email: [**]

Document

OMNIBUS AMENDMENT AND CONSENT

This OMNIBUS AMENDMENT AND CONSENT (this “Agreement”) under each of the documents listed on Schedule I attached hereto is made and entered into as of October 31, 2022 by and among the Borrowers (as defined on Schedule I attached hereto) party hereto, the Guarantors (as defined on Schedule I attached hereto) party hereto (collectively with Borrowers, the “Credit Parties”), and the Agents (as defined on Schedule I attached hereto). Capitalized terms used and not otherwise defined on Schedule I hereto or elsewhere herein shall have the respective meanings ascribed to them in the applicable Financing Agreement.

WHEREAS, the Credit Parties have requested that each Agent amend the applicable Financing Agreement to which it is a party on the terms set forth herein;

WHEREAS, Elevate Credit is also party to that Second Lien Financing Agreement, dated as of August 8, 2022, among it and Park Cities Asset Management, LLC (“PCAM” or the “Subordinated PCAM Agent”), PCAM Credit XIX, LLC (together with PCAM, the “Subordinated Creditors”) and the other parties from time to time thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Subordinated PCAM Financing Agreement”) and that certain Amended and Restated Intercreditor Agreement, dated as of August 8, 2022, among it and Pine Hill Finance LLC, a Delaware limited liability company (the “Subordinated Pine Hill Lender”), the Subordinated PCAM Agent, the other Credit Parties (as defined therein) from time to time party thereto and Victory Park Management, LLC as senior agent (as amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Intercreditor Agreement”);

WHEREAS, on the date hereof, the Subordinated Creditors are agreeing to that certain First Amendment to Second-Lien Financing Agreement and Consent, dated as of October 31, 2022 (the “PCAM Amendment”), pursuant to which, among other things, an additional $5,000,000 of funding under the Subordinated PCAM Financing Agreement shall be issued in the form of that certain First Amendment Note (as defined therein), which amount shall be subject to certain second priority liens in favor of the Subordinated Creditors (the “Additional Funding”);

WHEREAS, as a condition precedent to the effectiveness of the Additional Funding and the PCAM Amendment, the holders of the Senior Debt under the Amended and Restated Intercreditor Agreement have asked each Agent to consent to such Additional Funding and such PCAM Amendment.

1.Amendments.

(a)Rise Amendment. Subject to the terms and conditions set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Rise Credit Parties herein contained with retroactive effect as of August 31, 2022 and notwithstanding anything set forth in

the Rise Financing Agreement to the contrary, the Rise Credit Parties and the Rise Agent hereby agree as follows:

(i)The Rise Credit Parties and the Rise Agent shall not permit the Trailing Excess Spread (60% or greater APR) to be less than (x) [****] percent ([****]%) with respect to the period commencing August 31, 2022 and ending November 30, 2022 and (y) [****] percent ([****]%) with respect to the period commencing December 1, 2022 and ending December 31, 2022.

(ii)The Rise Credit Parties and the Rise Agent shall not permit Corporate Cash to be less than [****] with respect to the period commencing September 1, 2022 and ending October 31, 2022; provided, that on and after November 1, 2022, the Rise Credit Parties and the Rise Agent shall not permit Corporate Cash to be less than the amount required under the Rise Financing Agreement.

(iii)The Rise Credit Parties and Rise Agent hereby agree that, until the later of (x) December 31, 2022 and (y) compliance by the Credit Parties and their Subsidiaries with the covenants contained in Section 8.1 of the Rise Financing Agreement, as amended pursuant to this Section 1(a), Subsequent Draws or future draws shall be permitted only by the Rise Agent in the exercise of its sole discretion and upon satisfaction of the applicable conditions set forth therein, if not waived.

(iv)The Rise Credit Parties hereby agree to pay to the Rise Agent on the earlier to occur of (x) the Maturity Date and (y) any date on which a Prepayment Premium is due and payable, in addition to any other fees and payments payable by the Rise Credit Parties on the date thereof, a fully-earned non-refundable fee in an amount equal to [****] percent ([****]%) of the unpaid principal balance of all outstanding Notes as of the date hereof (the “Rise Amendment Fee”).

The amendments contained in this Section 1(a) are limited amendments and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the Rise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(b)FinWise Amendment. Subject to the terms and conditions set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the FinWise Credit Parties herein contained with retroactive effect as of August 31, 2022 and notwithstanding anything set forth in the FinWise Financing Agreement to the contrary, the FinWise Credit Parties and the FinWise Agent hereby agree as follows:

(i)The FinWise Credit Parties and the FinWise Agent shall not permit the Trailing Excess Spread (60% or greater APR) to be less than (x) [****] percent ([****]%) with respect to the period commencing August 31, 2022 and ending November 30, 2022 and (y) [****] percent ([****]%) with respect to the period commencing December 1, 2022 and ending December 31, 2022.

(ii)The FinWise Credit Parties and the FinWise Agent shall not permit Corporate Cash to be less than [****] with respect to the period commencing September 1, 2022 and ending October 31, 2022; provided, that on and after November 1, 2022, the FinWise Credit Parties and the FinWise Agent shall not permit Corporate Cash to be less than the amount required under the FinWise Financing Agreement.

(iii)The FinWise Credit Parties and the FinWise Agent hereby agree that, until the later of (x) December 31, 2022 and (y) compliance by the Credit Parties and their Subsidiaries with the covenants contained in Section 8.1 of the FinWise Financing Agreement, as amended pursuant to this Section 1(b), Subsequent Closings shall be permitted only by the FinWise Agent in the exercise of its sole discretion and upon satisfaction of the applicable conditions set forth therein, if not waived.

(iv)The FinWise Credit Parties hereby agree to pay to the FinWise Agent on the earlier to occur of (x) the Maturity Date and (y) any date on which a Prepayment Premium is due and payable, in addition to any other fees and payments payable by the FinWise Credit Parties on the date thereof, a fully-earned non-refundable fee in an amount equal to [****] percent ([****]%) of the unpaid principal balance of all outstanding Notes as of the date hereof.

The amendments contained in this Section 1(b) are limited amendments and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the FinWise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(c)CCB Amendment. Subject to the terms and conditions set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the CCB Credit Parties herein contained with retroactive effect as of August 31, 2022 and notwithstanding anything set forth in the CCB Financing Agreement to the contrary, the CCB Credit Parties and the CCB Agent hereby agree as follows:

(i)The CCB Credit Parties and the CCB Agent shall not permit the Trailing Excess Spread (60% or greater APR) to be less than (x) [****] percent ([****]%) with respect to the period commencing August 31, 2022 and ending November 30, 2022 and (y) [****] percent ([****]%) with respect to the period commencing December 1, 2022 and ending December 31, 2022.

(ii)The CCB Credit Parties and the CCB Agent shall not permit Corporate Cash to be less than [****] with respect to the period commencing September 1, 2022 and ending October 31, 2022; provided, that on and after November 1, 2022, the CCB Credit Parties and the CCB Agent shall not permit Corporate Cash to be less than the amount required under the CCB Financing Agreement.

(iii)The CCB Credit Parties and the CCB Agent hereby agree that, until the later of (x) December 31, 2022 and (y) compliance by the Credit Parties and their Subsidiaries with the covenants contained in Section 8.1 of the CCB Financing Agreement, as amended pursuant to this Section 1(c), Subsequent Closings shall be permitted only by the CCB Agent in the exercise of its sole discretion and upon satisfaction of the applicable conditions set forth therein, if not waived.

(iv)The CCB Credit Parties hereby agree to pay to the CCB Agent on the earlier to occur of (x) the Maturity Date and (y) any date on which a Prepayment Premium is due and payable, in addition to any other fees and payments payable by the CCB Credit Parties on the date thereof, a fully-earned non-refundable fee in an amount equal to [****] percent ([****]%) of the unpaid principal balance of all outstanding Notes as of the date hereof.

The amendments contained in this Section 1(c) are limited amendments and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the CCB Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(d)Elastic Amendment. Subject to the terms and conditions set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Elastic Credit Parties herein contained with retroactive effect as of August 31, 2022 and notwithstanding anything set forth in the Elastic Financing Agreement to the contrary, the Elastic Credit Parties and the Elastic Agent hereby agree as follows:

(i)The Elastic Credit Parties and the Elastic Agent shall not permit Corporate Cash to be less than [****] with respect to the period commencing September 1, 2022 and ending October 31, 2022; provided, that on and after November 1, 2022, the Elastic Credit Parties and the Elastic Agent shall not permit Corporate Cash to be less than the amount required under the Elastic Financing Agreement.

(ii)The Elastic Credit Parties and the Elastic Agent hereby agree that, until the later of (x) December 31, 2022 and (y) compliance by the Credit Parties and their Subsidiaries with the covenants contained in Section 8.1 of the Elastic Financing Agreement, as amended pursuant to this Section 1(d), Subsequent Closings shall be permitted only by the Elastic Agent in the exercise of its sole discretion and upon satisfaction of the applicable conditions set forth therein, if not waived.

The amendments contained in this Section 1(d) are limited amendments and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the Elastic Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

2.Consent to Additional Funding.

(a)Rise Consent. Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Rise Credit Parties herein contained, effective as of the date hereof, the Rise Agent hereby consents to the Additional Funding, PCAM Amendment and the granting of the subordinated lien, in each case, solely to the extent such Additional Funding, PCAM Amendment and subordinated lien are subject to the terms of the Amended and Restated Intercreditor Agreement. The consent contained in this Section 2(a) is a limited consent and (x) shall not constitute nor be deemed to constitute a waiver of (1) any Default or Event of Default or (2) any term or condition of the Rise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(b)FinWise Consent. Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the FinWise Credit Parties herein contained, effective as of the date hereof, the FinWise Agent hereby consents to the Additional Funding, PCAM Amendment and the granting of the subordinated lien, in each case, solely to the extent such Additional Funding, PCAM Amendment and subordinated lien are subject to the terms of the Amended and Restated Intercreditor Agreement. The consent contained in this Section 2(b) is a limited consent and (x) shall not constitute nor be deemed to constitute a waiver of (A) any Default or Event of Default or (B) any term or condition of the

FinWise Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(c)CCB Consent. Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the CCB Credit Parties herein contained, effective as of the date hereof, the CCB Agent hereby consents to the Additional Funding, PCAM Amendment and the granting of the subordinated lien, in each case, solely to the extent such Additional Funding, PCAM Amendment and subordinated lien are subject to the terms of the Amended and Restated Intercreditor Agreement. The consent contained in this Section 2(c) is a limited consent and (x) shall not constitute nor be deemed to constitute a waiver of (i) any Default or Event of Default or (ii) any term or condition of the CCB Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(d)Elastic Consent. Subject to the terms and conditions herein set forth herein (including the conditions contained in Section 3 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Elastic Credit Parties herein contained, effective as of the date hereof, the Elastic Agent hereby consents to the Additional Funding, PCAM Amendment and the granting of the subordinated lien, in each case, solely to the extent such Additional Funding, PCAM Amendment and subordinated lien are subject to the terms of the Amended and Restated Intercreditor Agreement. The consent contained in this Section 2(d) is a limited consent and (x) shall not constitute nor be deemed to constitute a waiver of (i) any Default or Event of Default or (ii) any term or condition of the Elastic Financing Agreement or any other Transaction Document, and (y) shall not constitute a custom or course of dealing among the parties hereto.

(e)Conditions Precedent. This Agreement shall become effective upon the satisfaction in full of each of the following conditions:

(i)The execution and delivery of this Agreement by the Credit Parties and Agents;

(ii)the representations and warranties of the respective Credit Parties contained herein and in the applicable Financing Agreement to which they are a party shall be true and correct except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; and

(iii)no Event of Default shall have occurred and be continuing or would result from the transaction contemplated hereby.

4.Representations and Warranties of the Credit Parties. To induce each Agent to execute and deliver this Agreement, each Credit Party represents, warrants and covenants that:

(b)Each of the representations and warranties set forth in the Transaction Documents (as defined in the applicable Financing Agreement to which such Credit Party is a party) is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents (as defined in the applicable Financing Agreement to which such Credit Party is a party) is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.

(c)Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any such Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any such Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any such Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.

(d)No Event of Default has occurred or is continuing under this Agreement or any other Transaction Document.

5.Ratification of Liability.

(a)Each Rise Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Rise Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document. Each Rise Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this

Agreement and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Rise Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

(b)Each FinWise Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the FinWise Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document. Each FinWise Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Agreement and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the FinWise Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

(c)Each CCB Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the CCB Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document. Each CCB Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Agreement and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the

execution of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the CCB Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

(d)Each Elastic Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Elastic Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document. Each Elastic Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Agreement and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Elastic Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

6.Reference to and Effect Upon the Transaction Documents.

(a)Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Transaction Documents, and all rights of the Lenders, the Holders and the Agents and all of the obligations under the Transaction Documents, shall remain in full force and effect, including, but not limited to, the right of first refusal in favor of any Agent and its designees set forth in Section 8.19 of the applicable Financing Agreement. Each Credit Party hereby confirms that the Transaction Documents are in full force and effect, and that no such Credit Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any Transaction Document or the Credit Parties’ obligations thereunder.

(b)Except as expressly set forth herein, the execution, delivery and effectiveness of this Agreement and any amendments, consents or waivers set forth herein shall not directly or indirectly: (i) create any obligation to make any further loans or to defer any enforcement action after the occurrence of any Event of Default; (ii) constitute a consent or waiver of any past, present or future violations of any Transaction Document; (iii) amend, modify or operate as a waiver of any provision of any Transaction Document or any right, power or remedy of any Lender, any Holder or any Agent or (iv) constitute a course of dealing or other basis for altering any obligations under the Transaction Documents or any other contract or instrument. Except as expressly set forth herein, each Lender, each Holder and each Agent reserve all of their rights, powers, and remedies under the Transaction Documents and applicable law. All of the provisions of the Transaction Documents, including, without limitation, the time

of the essence provisions, are hereby reiterated, and if ever waived previously, are hereby reinstated.

(c)From and after the date hereof, (i) the term “Agreement” in each of the Rise Financing Agreement, FinWise Financing Agreement, CCB Financing Agreement and Elastic Financing Agreement, and all references to each of the Rise Financing Agreement, FinWise Financing Agreement, CCB Financing Agreement and Elastic Financing Agreement in any Transaction Document shall mean each of the Rise Financing Agreement, FinWise Financing Agreement, CCB Financing Agreement and Elastic Financing Agreement, as amended by this Agreement, and (ii) the term “Transaction Documents” defined in each of the Rise Financing Agreement, FinWise Financing Agreement, CCB Financing Agreement and Elastic Financing Agreement shall include, without limitation, this Agreement and any agreements, instruments and other documents executed or delivered in connection herewith.

7.Costs and Expenses. In addition to, and not in lieu of, the terms of the Transaction Documents relating to the reimbursement of the Lenders’, the Holders’ and the Agents’ fees and expenses, the Credit Parties shall reimburse each Lender, each Holder and each Agent, as the case may be, promptly on demand for all fees, costs, charges and expenses, including the fees, costs and expenses of counsel and other expenses incurred in connection with this Agreement.

8.Governing Law; Jurisdiction; Jury Trial.

(a)All questions concerning the construction, validity, enforcement and interpretation of this Agreement with respect to the Rise Credit Parties and the Rise Financing Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each Rise Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Rise Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the Rise Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH RISE PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(b)All questions concerning the construction, validity, enforcement and interpretation of this Agreement with respect to the FinWise Credit Parties and the FinWise Financing Agreement shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each FinWise Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each FinWise Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the FinWise Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH FINWISE PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(c)All questions concerning the construction, validity, enforcement and interpretation of this Agreement with respect to the CCB Credit Parties and the CCB Financing Agreement shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each CCB Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each CCB Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the CCB Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH CCB PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(d)All questions concerning the construction, validity, enforcement and interpretation of this Agreement with respect to the Elastic Credit Parties and the Elastic Financing Agreement shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each Elastic Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Elastic Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under the Elastic Financing Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH ELASTIC PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

13.Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

ELEVATE CREDIT, INC.

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

RISE SPV, LLC, a Delaware limited liability company

By: Elevate Credit, Inc., a Delaware

Corporation, its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company

By: Elevate Credit, Inc., as Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

ELASTIC FINANCIAL, LLC

ELEVATE DECISION SCIENCES, LLC

RISE CREDIT, LLC

FINANCIAL EDUCATION, LLC

EF FINANCIAL, LLC

EC FINANCIAL, LLC

EL SWELL, LLC

ELEVATE FINANCIAL RESOURCES, LLC

ELEVATE COLLECTIONS, LLC

By: Elevate Credit, Inc., as Sole Member of each of the above-named entities

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

RISE CREDIT SERVICE OF OHIO, LLC

RISE CREDIT SERVICE OF TEXAS, LLC

By: RISE Credit, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

RISE FINANCIAL, LLC

RISE CREDIT OF ALABAMA, LLC

RISE CREDIT OF CALIFORNIA, LLC

RISE CREDIT OF DELAWARE, LLC

RISE CREDIT OF GEORGIA, LLC

RISE CREDIT OF IDAHO, LLC

RISE CREDIT OF ILLINOIS, LLC

RISE CREDIT OF KANSAS, LLC

RISE CREDIT OF MISSISSIPPI, LLC

RISE CREDIT OF MISSOURI, LLC

RISE CREDIT OF NEW MEXICO, LLC

RISE CREDIT OF NORTH DAKOTA, LLC

RISE CREDIT OF SOUTH CAROLINA, LLC

RISE CREDIT OF TENNESSEE, LLC

RISE CREDIT OF TEXAS, LLC

RISE CREDIT OF UTAH, LLC

RISE CREDIT OF VIRGINIA, LLC

RISE CREDIT OF WISCONSIN, LLC

By: RISE SPV, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

ELASTIC LOUISVILLE, LLC

ELEVATE ADMIN, LLC

ELASTIC MARKETING, LLC

By: Elastic Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

EF MARKETING, LLC

By: EF Financial, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

EC MARKETING, LLC

By: EC Financial, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

EL SWELL ADMIN, LLC

By: EL Swell, LLC, as Sole Member of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Executive Officer

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

EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

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

EC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

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

ELASTIC SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

By: /s/ Carrie Bunton

Name: Carrie Bunton

Title: Director

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

VICTORY PARK MANAGEMENT, LLC

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Manager

Schedule I

1.that certain Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Rise Financing Agreement”) by and among Rise SPV, LLC, a Delaware limited liability company ( “Rise SPV” or the “US Term Note Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrower, and the US Last Out Term Note Borrower, each a “Rise Borrower” and collectively, the “Rise Borrowers”), the Guarantors (as defined in the Rise Financing Agreement) party thereto (such Guarantors, collectively with the Rise Borrowers, the “Rise Credit Parties”), the Lenders (as defined in the Rise Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Rise Agent”) for the Lenders and the Holders (as defined in the Rise Financing Agreement) (such Lenders and Holders, the “Rise Holders”; the Rise Credit Parties, the Rise Agent and the Rise Holders, the “Rise Parties”);

2.that certain Financing Agreement dated as of February 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “FinWise Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “FinWise Borrower”), Elevate Credit, as a Guarantor (as defined in the FinWise Financing Agreement), the other Guarantors party thereto (such Guarantors, collectively with Elevate Credit and the FinWise Borrower, the “FinWise Credit Parties”), the Lenders (as defined in the FinWise Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “FinWise Agent”) for the Lenders and the Holders (as defined in the FinWise Financing Agreement) (such Lenders and Holders, the “FinWise Holders”; the FinWise Credit Parties, the FinWise Agent and the FinWise Holders, the “FinWise Parties”);

3.that certain Financing Agreement dated as of July 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “CCB Financing Agreement”) by and among EC SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “CCB Borrower”), Elevate Credit, as a Guarantor (as defined in the CCB Financing Agreement), the other Guarantors party thereto (such Guarantors, collectively with Elevate Credit and the CCB Borrower, the “CCB Credit Parties”), the Lenders (as defined in the CCB Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “CCB Agent”) for the Lenders and the Holders (as defined in the CCB Financing Agreement) (such Lenders and Holders, the “CCB Holders”; the CCB Credit Parties, the CCB Agent and the CCB Holders, the “CCB Parties”); and

4.that certain Financing Agreement dated as of July 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Elastic Financing Agreement”; collectively with the Rise Financing Agreement, the FinWise Financing Agreement and the CCB Financing Agreements, the “Financing Agreements” and each, a “Financing Agreement”) by and among Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Elastic Borrower”; collectively with the Rise Borrowers, the FinWise Borrower and the CCB Borrower, the “Borrowers” and each, a “Borrower”), Elevate Credit, as a Guarantor (as defined in the Elastic Financing Agreement), the other Guarantors party thereto (such Guarantors, collectively with Elevate Credit and the Elastic Borrower, the “Elevate Credit Parties”; collectively with the Rise Credit Parties, the FinWise Credit Parties and

the CCB Credit Parties, the “Credit Parties” and each a “Credit Party”), the Lenders (as defined in the Elastic Financing Agreement) party thereto and Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Elastic Agent”; collectively with the Rise Agent, the FinWise Agent and the CCB Agent, the “Agents” and each, an “Agent”) for the Lenders and the Holders (as defined in the Elastic Financing Agreement) (such Lenders and Holders, the “Elastic Holders”; collectively with the Rise Holders, the FinWise Holders and the CCB Holders, the “Holders” and each, a “Holder”; the Elastic Credit Parties, the Elastic Agent and the Elastic Holders, the “Elastic Parties”).

Document

Exhibit 31.1

CERTIFICATION

I, Jason Harvison, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION

I, Steven A. Trussell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jason Harvison, Chief Executive Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:

i.The Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	November 9, 2022	By:	/s/ Jason Harvison
			Jason Harvison
			President & Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Steven A. Trussell, Chief Financial Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	November 9, 2022	By:	/s/ Steven A. Trussell
			Steven A. Trussell
			Chief Financial Officer (Principal Financial Officer)