SUBLEASE AGREEMENTLease Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Texas
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the 13th day of December 2006, by and between OVERTON CENTRE, LTD. (“Landlord”) and PayDay Services LLC, a limited liability corporation (“Tenant”).
CREDIT SERVICES AGREEMENT (OHIO ONLINE)Credit Services Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
THIS CREDIT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 15, 2015, by and between NCP FINANCE OHIO, LLC, an Ohio limited liability company (“Lender”), and RISE CREDIT SERVICE OF OHIO, LLC a Texas limited liability company (“CSO”).
ELEVATE CREDIT, INC.Non-Qualified Stock Option Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
Elevate Credit, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2014 Equity Incentive Plan (the “Plan”).
SENIOR SECURED CONVERTIBLE TERM NOTEElevate Credit, Inc. • January 30th, 2017 • Finance services • Delaware
FOR VALUE RECEIVED, Elevate Credit, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to VPC Specialty Lending Investments Intermediate, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid principal amount of all draws funded by the Holder to the Borrower pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Borrower, the Guarantors (as defined therein) party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) party thereto (together
ELEVATE CREDIT, INC. June 30, 2016Letter Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
This letter agreement (this “Letter Agreement”) memorializes an agreement by and among Elevate Credit, Inc., a Delaware corporation (the “Company”), and VPC Specialty Lending Investments Intermediate, L.P., VPC Specialty Finance Fund I, L.P. and VPC Investor Fund B, LLC (each, an “Investor” and collectively, the “Investors”), in connection with (i) that certain Second Amended and Restated Financing Agreement, dated as of the date hereof, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Company, the Guarantors (as defined therein) party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) party thereto (together with all exhibits
CREDIT SERVICES AGREEMENT (TEXAS ONLINE)Credit Services Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Texas
THIS CREDIT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 18, 2016 by and between NCP FINANCE LIMITED PARTNERSHIP, an Ohio limited partnership (“Lender”), and RISE CREDIT SERVICE OF TEXAS, LLC a Texas limited liability company (“CAB”).
SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTEElevate Credit, Inc. • January 30th, 2017 • Finance services
FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”) hereby promises to pay to VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among the US Last Out Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Financing Agreement”). The US Last Out Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Pre
THIRD AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services
THIS THIRD AMENDMENT TO THE SUBLEASE AGREEMENT (this “Third Amendment”) is entered into effective as of this 12th day of October, 2015 (the “Effective Date”) by and between TC Loan Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 400, Fort Worth, Texas 76109 (“Sublessor”), and Elevate Credit Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (“Sublessee”).
GUARANTYGuaranty • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
THIS GUARANTY is made and entered into as of July 15, 2015, by RISE CREDIT SERVICE OF OHIO, LLC (hereinafter referred to as “CSO”), to and for the benefit of NCP FINANCE OHIO, LLC (hereinafter referred to as “Lender”).
Support Agreement For Nortridge Loan SystemSupport Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • California
This SUPPORT Agreement (the “Agreement”) is made and entered into on this 9th day of May, 2013 by and between Nortridge Software, LLC (hereinafter “Nortridge”), a Limited Liability Company, with offices at 2 South Pointe, Suite 250, Lake Forest, CA 92630 and TC Loan Service, LLC (hereinafter “Customer”), a Limited Liability Company with offices at 4150 International Plaza, Suite 400, Fort Worth, Texas 76109.
AMENDMENT TO GUARANTYElevate Credit, Inc. • January 30th, 2017 • Finance services • Ohio
THIS AMENDMENT TO GUARANTY (the “Amendment”) is entered into as of October 15, 2015, by RISE CREDIT SERVICE OF OHIO, LLC (hereinafter referred to as “CSO”), to and for the benefit of NCP FINANCE OHIO, LLC (hereinafter referred to as “Lender”), under the following circumstances:
WRITTEN CONSENTWritten Consent • January 30th, 2017 • Elevate Credit, Inc. • Finance services
This Written Consent is provided as of September 1, 2016 (the “Effective Date”), by Republic Bank & Trust Company, a Kentucky banking corporation (“RB”) to Elevate@Work, LLC, a Delaware limited liability company (“E@W”) pursuant to Section 2(f) of the Amended and Restated Joint Marketing Agreement entered into as of July 1, 2015 between RB and E@W (the “Agreement”).
SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTEElevate Credit, Inc. • January 30th, 2017 • Finance services
FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”) hereby promises to pay to VPC SPECIALTY FINANCE FUND I, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among the US Last Out Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Financing Agreement”). The US Last Out Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Premium and Yield Mai
FIRST AMENDMENT TO TAX SHARING AGREEMENTTax Sharing Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services
This First Amendment to Tax Sharing Agreement (this “Amendment”), effective as of February 1, 2015 (“Amendment Effective Date”), is by and between Think Finance, Inc., a Delaware corporation (“Think Finance”) and Elevate Credit, Inc., a Delaware corporation (“Elevate” and, together with Think Finance, the “Parties”).
License Agreement for Nortridge Loan SystemLicense Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • California
READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE DOWNLOADED EXECUTABLE FOR THE NORTRIDGE LOAN SERVICING SYSTEM. THE SOFTWARE AND RELATED USER DOCUMENTATION (THE “PROGRAM”) IS COPYRIGHTED AND LICENSED (NOT SOLD). BY INSTALLING AND/OR UTILIZING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT PROCEED WITH INSTALLATION AND PROMPTLY ERASE ANY DOWNLOADED PROGRAM FILES AND DESTROY ANY BACK UP COPIES THAT MAY HAVE BEEN CREATED. UPON DOING SO, YOU WILL BE ENTITLED TO A REFUND OF ANY MONEY, EXPRESSLY INDICATED BY CONTRACT, AS PROGRAM LICENSE PURCHASE FEES. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM LICENSING BETWEEN YOU AND NORTRIDGE SOFTWARE, LLC (REFERRED TO AS “LICENSOR”).
PARENT GUARANTYParent Guaranty • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
THIS PARENT GUARANTY is made as of January 18, 2016, by RISE CREDIT, LLC and ELEVATE CREDIT, INC. (hereinafter collectively referred to as “Guarantors”), to and for the benefit of NCP FINANCE LIMITED PARTNERSHIP, an Ohio limited partnership (hereinafter referred to as “Lender”).
PARENT GUARANTYParent Guaranty • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
THIS PARENT GUARANTY is made as of July 15, 2015, by RISE CREDIT, LLC and ELEVATE CREDIT, INC. (hereinafter collectively referred to as “Guarantors”), to and for the benefit of NCP FINANCE OHIO, LLC, an Ohio limited liability company (hereinafter referred to as “Lender”).
FOURTH AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services
THIS FOURTH AMENDMENT TO SUBLEASE AGREEMENT (this “Fourth Amendment”) is entered into effective as of this 31st day of July, 2016 (the “Effective Date”) by and between TC Loan Service, LLC, a Delaware limited liability company with a principal business address of 5080 Spectrum Drive, Suite 700W, Addison, Texas 75001 (“Sublessor”), and Elevate Credit Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (“Sublessee”).
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • New York
This SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of July 14, 2016 by and among Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit”) as a Guarantor, the other Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement or if not defined therein, in the Pledge and Security Agreement.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”) is made and entered into as of December 30, 2016 by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”), Elevate Credit, Inc., a Delaware corporation, as the US Convertible Term Note Borrower (“Elevate Credit Parent” or the “US Convertible Term Note Borrower”; the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the US Convertible Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto (such Guarantors, collectively with the Borrowers, the “Credit
ELEVATE CREDIT, INC. Effective as of December 31, 2016Letter Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services
This letter agreement (this “Letter Agreement”) amends (i) that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), Elevate Credit, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined therein and, together with the US Term Note Borrower, the UK Borrower, the US Last Out Term Note Borrower and the Company, the “Credit Parties”) party thereto, Victory Park Management, LLC (the “Agent”), as administrative agent and collateral agent, and the Lenders and Holders (as defined therein) party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time, the “Financing
GUARANTYGuaranty • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
THIS GUARANTY is made and entered into as of January 18, 2016 by RISE CREDIT SERVICE OF TEXAS, LLC (hereinafter referred to as “CAB”), to and for the benefit of NCP FINANCE LIMITED PARTNERSHIP (hereinafter referred to as “Lender”).
SENIOR SECURED CONVERTIBLE TERM NOTEElevate Credit, Inc. • January 30th, 2017 • Finance services • Delaware
FOR VALUE RECEIVED, Elevate Credit, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to VPC Specialty Finance Fund I, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid principal amount of all draws funded by the Holder to the Borrower pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Borrower, the Guarantors (as defined therein) party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) party thereto (together with all exhibits
SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTEElevate Credit, Inc. • January 30th, 2017 • Finance services
FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”) hereby promises to pay to VPC INVESTOR FUND B, LLC or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among the US Last Out Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Financing Agreement”). The US Last Out Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Premium and Yield Maintenance P
