Common use of Earn-Out Clause in Contracts

Earn-Out. a. Upon Closing, the Parent shall grant to Key Employees an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUs”) with an aggregate value equal to $5,000,000, with the number of RSUs to be determined with reference to the trading price per Parent common share on the New York Stock Exchange at 11:59 pm (ET) on the date which is immediately prior to the Effective Date. The RSUs will be subject to vesting criteria which match the Earn-Out Payment requirements as set forth in this Section 3.8 and will vest concurrently with the payment of the corresponding Earn-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric for the relevant period, calculated in good faith. c. Within 30 days following receipt by the Vendors’ Representative of the applicable Earn-Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement (an “Earn-Out Objections Notice”). If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within such 30-day period, then the Earn-Out Metric (and if applicable, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt of the Earn-Out Objections Notice, then the Purchaser and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon (a) Over a period of five (5) years following the Closing, with such five (5) year period commencing January 1, 2006 (the Parent shall grant to Key Employees “Earn-Out Period”), Purchaser will pay the Seller Representative on behalf of the Selling Shareholders and CAAM an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 earn-out (“RSUsEarn-Out”) with an aggregate value equal of up to Seven Million Dollars ($5,000,000, with 7,000,000) based upon the number of RSUs to formula set forth on Schedule 7.5 attached hereto. (b) The Earn-Out earned hereunder shall be determined with reference paid annually to the trading price per Parent common share Seller Representative by Purchaser on or before March 15 of the New York Stock Exchange at 11:59 pm (ET) on year following the date year for which is immediately prior to the Effective Date. The RSUs will be subject to vesting criteria which match the Earn-Out Payment requirements as set forth in this Section 3.8 and will vest concurrently is due, or, if later, within 5 Business Days of a final determination with regard to a disagreement under 7.5(c) below. On or before February 15 of each such year, Purchaser shall furnish to the payment of Seller Representative a statement calculating the corresponding Earn-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric for the relevant period, calculated in good faith). c. Within 30 days following receipt by (c) In the Vendors’ event that Seller Representative of the applicable disagrees with such Earn-Out Statement, the Vendors’ Seller Representative shall deliver written notice to the notify Purchaser of any dispute it has such disagreement with respect to reasonable details of the preparation or content of basis for such disagreement, within thirty (30) days after the Earn-Out Statement is delivered. In such event, such disagreement will first be referred to a senior executive officer of Purchaser and the Seller Representative, who will endeavor in good faith to resolve any such disagreement within thirty (an “Earn-Out Objections Notice”)30) days after the commencement of such discussions. If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within and only if any disagreement remains unresolved after such thirty (30-) day period, then the Earn-Out Metric shall be determined by an Accounting Arbitrator. The Accounting Arbitrator shall have as terms of reference a written submission from Seller Representative and Purchaser within thirty (and if applicable30) days after its appointment, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative Accounting Arbitrator shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by determine within sixty (60) days after its appointment the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt amount of the Earn-Out Objections Notice, then the Purchaser and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter)resulting adjustment, the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation if any, to the Independent Auditorpayment made by Purchaser in respect of such Earn-Out within the conditions reflecting the intention of the Parties contained in this Agreement. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), The decision of the Independent Auditor will provide a non-binding, written report (Accounting Arbitrator shall set forth the “Independent Auditor Report”) amount of its conclusions as to only those issues in the Earn-Out Objections Notice still in to be paid to Purchaser or Seller Representative on behalf of Selling Shareholders and CAAM, as the case may be, and will be binding on the relevant Parties without any right of dispute and the resulting Earn-out Metricor appeal. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative fees and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions charges of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For Accounting Arbitrator for purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will 7.5(c) shall be shared borne equally among the Purchaser and the Vendors’ by Seller Representative (solely on behalf of the VendorsSelling Shareholders and CAAM). f. For greater certainty, and Purchaser. It is understood that, in the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to event the determination of the Earn-Out Metric shall be submitted to arbitration in accordance with this Section 7.5(c), neither Purchaser nor Seller Representative shall be estopped from taking a position with respect to the determination of Earn-Out that is different from that reflected in the Earn-Out Statement. (d) The Parties (other than CMR) shall be required to cooperate with the Accounting Arbitrator and its representatives in the furtherance of its mission and shall arrange for it and its representatives to have access to their premises, employees and records so as to carry out its task, on reasonable notice and during working hours. (e) Within two (2) Business Days following the determination of the Accounting Arbitrator under Section 7.5(c), (i) if the Earn-Out determined by the Independent Auditor Accounting Arbitrator under Section 7.5(c) is less than the Earn-Out determined by Purchaser under Section 7.5(b), the Selling Shareholders and CAAM shall pay to Purchaser the difference between such amounts, and (ii) if the Earn-Out determined by the Accounting Arbitrator under Section 7.5(c) is more than the Earn-Out determined by Purchaser under Section 7.2(a), Purchaser shall pay to Seller Representative (on behalf of the Selling Shareholders and CAAM) the difference between such amounts. The payments pursuant to this Section 7.5(e) shall be paid in its report; orimmediately available funds. iv. all disputes with respect (f) The Selling Shareholders and CAAM shall not have the right to exercise their right to contest an Earn-Out Statement under Section 7.5(c) more than once per any given calendar year, and the right to contest any such Earn-Out Statement under Section 7.5(c) shall expire if the Seller Representative fails to notify Purchaser of any such disagreement within thirty (30) days after such Earn-Out Statement is delivered to the Seller Representative. (g) Notwithstanding the foregoing in this Section 7.5, a Selling Shareholder’s and CAAM’s right to the Earn-Out Statement are finally resolved may vest immediately upon the happening of certain events as described in such Selling Shareholder’s Employment Agreement, all in accordance with Section 3.11the terms and conditions set forth in such Employment Agreement. g. In (h) If the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***]Closing shall occur on any date after January 4, 2006, then the Purchaser shall not payparties agree to treat the transactions as being closed on January 4, or cause to be paid, any amount to the Paying Agent in connection with 2006 for purposes of the Earn-Out Metric Out. In particular, the Parties shall calculate the EBITDA (as modified below) of CII, CFC and CAAM for the First Earn-Out Period; period between January 4, 2006 and the date the Closing takes place, and this amount shall be promptly paid to Purchaser by the Sellers and, if received by Purchaser, shall be credited to EBITDA for 2006 as calculated in Schedule 7.5 hereto. Sellers agree not to make any payments or receive any payments (e.g, cash checks) on behalf of CII, CFC or CAAM in 2006 on or prior to January 4, 2006. Solely for purposes of calculating EBITDA under this Section 7.5(h) and the amount to be paid to Purchaser, interest, taxes, depreciation and amortization shall not be taken into account. The Parties will cooperate in good faith to carry out the intent to close by January 4, 2006 or, if delayed, attempt to treat the transaction as if it closed on January 4, 2006.

Earn-Out. a. Upon Closing(a) In addition to the Purchase Price Shares, the Parent Members shall grant be entitled to Key Employees the issuance of up to an aggregate amount additional $600,000 in shares of CURO Group Holdings Corp. Restricted Share Units under common stock of the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 Purchaser (the “RSUsEarn Out Shares”) with during the 18 month period following the Closing Date (the “Earn Out Period”) based on the gross revenues of the Company derived from the exploitation of the content licensed pursuant to the Licensing Agreements (defined below) as well as the eBooks (collectively, the “Earn Out Revenues”), as follows (each, an aggregate value “Earn Out Date”): (i) $150,000 in Earn Out Shares if and when the monthly Earn Out Revenues for two consecutive calendar months during the Earn Out Period, equal to or exceed $5,000,00050,000, plus (ii) $150,000 in Earn Out Shares if and when the monthly Earn Out Revenues for two consecutive calendar months during the Earn Out Period equal or exceed $100,000, plus (iii) $150,000 in Earn Out Shares if and when the monthly Earn Out Revenues for two consecutive calendar months during the Earn Out Period equal or exceed $200,000, and plus (iv) $150,000 in Earn Out Shares if and when the monthly Earn Out Revenues for two consecutive calendar months during the Earn Out Period equal or exceed $250,000. (b) The Earn Out Shares, if any, shall be allocated among the Members, and issued in the names of the Members, in accordance with the Pro Rata Distribution. (c) The number of RSUs to Earn Out Shares issued on a particular Earn Out Date shall be determined with reference to calculated by dividing $150,000 by the average closing trading price per Parent of a share of Purchaser’s common share on stock for the New York Stock Exchange at 11:59 pm (ET) on the date which is five trading days immediately prior to such Earn Out Date (the Effective Date. The RSUs will be subject to vesting criteria which match the Earn-“Earn Out Payment requirements as set forth in this Section 3.8 and will vest concurrently with the payment Per Share Denominator”); provided that, each of the corresponding EarnMembers acknowledges and agrees, in no event shall the Earn Out Per Share Denominator be less than $.15 five-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions day average closing trading price of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent share of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric common stock for the relevant period, calculated in good faith. c. Within 30 five trading days following receipt by the Vendors’ Representative of the applicable Earn-immediately prior to such Earn Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement (an “Earn-Out Objections Notice”)Date. If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within such 30five-day period, then the Earn-average closing trading price of a share for any Earn Out Metric (and if applicable, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt of the Earn-Out Objections Notice, then the Purchaser and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. Date is less than $[***].15, then the Purchaser Purchase Price Per Share Denominator shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or$.

Earn-Out. a. Upon Closing, (a) The Standard Per Share Earn-Out Consideration will be composed as follows: (i) one-third of the Parent shares of Acquiror Common Stock constituting the Standard Per Share Earn-Out Consideration shall grant to Key Employees an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUs”) with an aggregate value equal to $5,000,000, with the number of RSUs to be determined with reference subject to the trading price per Parent common share on vesting and forfeiture conditions specified in Section 4.7(b)(i) (the New York “First Target Earn-Out Shares”), (ii) an additional one-third of the shares of Acquiror Common Stock Exchange at 11:59 pm constituting the Standard Per Share Earn-Out Consideration shall be subject to the vesting and forfeiture conditions specified in Section 4.7(b)(ii) (ETthe “Second Target Earn-Out Shares”), and (iii) an additional one-third of the shares of Acquiror Common Stock constituting the Standard Per Share Earn-Out Consideration shall be subject to the vesting and forfeiture conditions specified in Section 4.7(b)(iii) (the “Third Target Earn-Out Shares”). (b) The Standard Per Share Earn-Out Consideration shall be subject to the following vesting conditions during the five-year period beginning on the date which that is immediately prior to 90 days after the Effective Date. The RSUs will be subject to vesting criteria which match Closing and ending on the Earn-Out Payment requirements as set forth in this Section 3.8 and will vest concurrently with the payment fifth anniversary of the corresponding Earn-Out Payment to Closing Date (such period, the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First “Earn-Out Period”): (i) If, and June 1, 2023, with respect to at any time during the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliverVWAP per share of Acquiror Common Stock at any point during the trading hours of a Trading Day is greater than or equal to $12.00 for any 20 Trading Days within any period of 30 consecutive Trading Days (the date when the foregoing is first satisfied, or cause to be prepared and deliveredthe “First Earnout Achievement Date”), to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “First Target Earn-Out Statement”Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.7 on the First Earnout Achievement Date. (ii) setting forth If, at any time during the Earn-Out Metric Period, the VWAP per share of Acquiror Common Stock at any point during the trading hours of a Trading Day is greater than or equal to $14.00 for any 20 Trading Days within any period of 30 consecutive Trading Days (the relevant perioddate when the foregoing is first satisfied, calculated the “Second Earnout Achievement Date”), the Second Target Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in good faiththis Section 4.7 on the Second Earnout Achievement Date. c. Within (iii) If, at any time during the Earn-Out Period, the VWAP per share of Acquiror Common Stock at any point during the trading hours of a Trading Day is greater than or equal to $16.00 for any 20 Trading Days within any period of 30 days consecutive Trading Days (the date when the foregoing is first satisfied, the “Third Earnout Achievement Date”), the Third Target Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.7 on the Third Earnout Achievement Date. (c) If the Second Earn-Out Achievement Date occurs at a time when the First Earn-Out Shares have not vested, then the First Earn-Out Shares and Second Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.7 as of the Second Earn-Out Achievement Date; if the Third Earn-Out Achievement Date occurs at a time when the Second Earn-Out Shares have not vested, then the Second Earn-Out Shares and Third Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.7 as of the Third Earn-Out Achievement Date; and if the Third Earn-Out Achievement Date occurs at a time when the First Earn-Out Shares and Second Earn-Out Shares have not vested, then all of the Sponsor Earn-Out Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.7 as of the Third Earn-Out Achievement Date. (d) If, during the Earn-Out Period, the Acquiror Common Stock outstanding as of immediately following receipt by the Vendors’ Representative Merger Effective Time shall have been changed into a different number of shares or a different class, then the applicable VWAP per share specified in each of Section 4.7(b)(i), Section 4.7(b)(ii) and Section 4.7(b)(iii) shall be adjusted to maintain the same economic correlation between (x) the $10.00 per share deemed price at which the Per Share Merger Consideration is issued pursuant to this Agreement and (y) each VWAP per share specified in each of Section 4.7(b)(i), Section 4.7(b)(ii) and Section 4.7(b)(iii), respectively. (e) In the event that there is an Acquiror Sale during the Earn-Out Period, then, to the extent that the holders of Acquiror Common Stock receive an Acquiror Sale Price that is greater than or equal to the applicable Acquiror Closing Price specified in Section 4.7(b)(i), Section 4.7(b)(ii) or Section 4.7(b)(iii) (subject to Section 4.7(d)), any Earn-Out Shares that have not previously vested in accordance with Section 4.7(b)(i), Section 4.7(b)(ii) or Section 4.7(b)(iii), as applicable, shall be deemed to have vested immediately prior to the closing of such Acquiror Sale, and the holders of any Earn-Out Shares deemed vested pursuant to this Section 4.7(e) shall be eligible to participate in such Acquiror Sale with respect to such Earn-Out Shares on the same terms, and subject to the same conditions, as apply to the holders of Acquiror Common Stock generally. Upon the consummation of an Acquiror Sale, the Earn-Out Period shall terminate. (f) If, upon the expiration or termination of the Earn-Out Period, the vesting of any of the Earn-Out Shares has not occurred, then the applicable Earn-Out StatementShares that failed to vest pursuant to Section 4.7(b)(i), Section 4.7(b)(ii), Section 4.7(b)(iii) or Section 4.7(e), as applicable, shall be automatically forfeited and transferred to Acquiror for no consideration, and no Person (other than the Acquiror) shall have any further right with respect thereto. Upon the occurrence of a forfeiture event, Acquiror will provide its transfer agent documentary evidence of the number of shares being forfeited (the “Forfeited Shares”) and will instruct its transfer agent to transfer the Forfeited Shares. (g) For so long as any Earn-Out Share remains subject to the vesting and forfeiture conditions specified in this Section 4.7, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content holder of such Earn-Out Statement Share shall be entitled to (an “i) exercise the voting rights carried by such Earn-Out Objections Notice”). If Share and (ii) receive the Vendors’ Representative does not deliver amount of any dividends or other distributions in respect of such Earn-Out Share only when and to the extent that such Earn-Out Share vests in accordance with this Section 4.7; provided, that any such dividends or other distributions in respect of an Earn-Out Objections Notice Share shall be treated as income of the holder of such Earn-Out Share for U.S. federal, state and local income tax purposes, whether or not disbursed during a particular year to the Parent within holder and, to the extent required under the provisions of the Code and applicable U.S. state and local income tax Law, the holder shall be responsible for all Taxes imposed on such 30income (subject to the right to receive a customary tax distribution as described below). If any dividends or distributions are paid or made in respect of such Earn-day period, then Out Share during the Earn-Out Metric Period, Acquiror shall (x) retain such dividends and if applicable, distributions and (y) establish an escrow into which such dividends and distributions shall be deposited and invested for the Supplemental Earn-Out Metric) set forth in benefit of the holder of such Earn-Out Statement will be finalShare as and to the extent determined in good faith by Acquiror, conclusive and binding on in each case until the Parties. d. If the Vendors’ Representative timely delivers an applicable Earn-Out Objections Notice Share vests in accordance with this Section 4.7; provided, however, that the terms of such escrow shall provide for customary tax distributions or disbursements to such holder in an amount reasonably necessary to satisfy any tax liabilities that may be imposed on such holder as a result of the Purchaser, then the Purchaser payment or making of any such dividends or distributions and the Vendors’ Representative shall negotiate in good faith to resolve accrual of any interest, income or earnings thereon during the term of such disputeescrow. Any items not specifically disputed by To the Vendors’ Representative in an extent that such Earn-Out Objections Notice will be deemed accepted by Share fails to vest in accordance with this Section 4.7 prior to the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt expiration of the Earn-Out Objections NoticePeriod, then the Purchaser any dividends or distributions paid or made in respect thereof (and the Vendors’ Representative any interest, income or earnings that accrue thereon) shall jointly engage the Independent Auditor be forfeited to advise them Acquiror for no consideration, and no Person (other than Acquiror) shall have any further right with respect to thereto. (h) The Parties intend for any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) issuance of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will Shares to be based solely upon the written presentations treated by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value Parties for all Tax purposes as an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect adjustment to the conclusions aggregate consideration to be paid to the Company Stockholders pursuant to this Agreement, unless otherwise required by applicable Law or pursuant to a “determination” (as defined in Section 1313(a) of the Independent Auditor set out in the Independent Auditor ReportCode or any similar provision of U.S. state, either the Purchaser local or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(dnon-U.S. Tax Law), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses any such issuance of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will Shares is intended to comply with, and shall be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved effected in accordance with Section 3.11with, Rev. Proc. 84-42, 1984-1 C.B. 521. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon Closing(a) As additional Purchase Price consideration for the Purchased Interests, if the Earn-Out Target is attained, then Buyer shall, at its discretion and at such time as provided in Section 1.5(e), pay: (i) to the Members one million six hundred sixty thousand dollars ($1,660,000) in cash or an equivalent amount of shares of Buyer’s common stock equal to one million six hundred sixty thousand dollars ($1,660,000) divided by the price per share which shall be determined by the volume-weighted average price per share of Buyer’s stock over the twenty (20)-day trading period ending at the end of the Earn-Out Period (the “Members’ Earn-Out Payment”); and (ii) to the Company Employee Trust three hundred forty thousand dollars ($340,000) in cash or an equivalent amount of shares of Buyer’s common stock equal to three hundred forty thousand dollars ($340,000) divided by the price per share which shall be determined by the volume-weighted average price per share of Buyer’s stock over the twenty (20)-day trading period ending at the end of the Earn-Out Period (the “Company Employee Trust Earn-Out Payment” and together with the Members’ Earn-Out Payment, the Parent shall grant “Earn-Out Payment”). (b) Within sixty (60) days after the end of the Earn-Out Period, Buyer agrees to Key Employees an aggregate furnish a reasonably detailed written report to the Member Representative setting forth the amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive PlanEarn-Out Target for the Earn-Out Period, dated together with copies of financial statements and any and all documents which evidence the amounts shown as of November 8being true, 2017 correct and complete (the “RSUsEarn-Out Target Statement”). The Member Representative shall have a period (the “EO Review Period”) with an aggregate value equal of thirty (30) days respectively from the delivery of the Earn-Out Target Statement to $5,000,000review such statement. If as a result of such review, the Member Representative disagrees with the number of RSUs Earn-Out Target Statement, the Member Representative shall deliver to be determined with reference to the trading price per Parent common share on the New York Stock Exchange at 11:59 pm Buyer a Dispute Notice (ETeach an “Earn-Out Dispute Notice”) on the date which is immediately prior to the Effective Dateexpiration of the applicable EO Review Period setting forth in reasonable detail the basis for such dispute, the specific items and amounts in dispute, and the Member Representative’s alternative calculation or determination of the applicable figures contained in the statement (including the alternative calculations of each disputed line item). (c) If the Member Representative either (i) fails to deliver a Earn-Out Dispute Notice to Buyer prior to the expiration of the applicable EO Review Period or (ii) delivers a written notice to Buyer accepting the Earn-Out Target Statement, then, in either case, the calculations of the amounts reflected by or contained in the applicable earn-out statement shall be final, binding and conclusive upon the Parties hereto. (d) If the Member Representative delivers an Earn-Out Dispute Notice to Buyer in a timely manner, then the Member Representative and Buyer shall attempt in good faith to resolve such dispute within thirty (30) days from the date of such Earn-Out Dispute Notice. If the Member Representative and Buyer cannot reach agreement within such thirty (30)-day period, then the dispute shall be promptly referred to the Neutral Accountant. The RSUs Neutral Accountant shall only resolve such contested items that were properly included by the Member Representative in a timely Earn-Out Dispute Notice and will resolve such items as promptly as may be subject reasonably practicable consistent with the terms of this Agreement, including making the calculations in accordance with the definitions of Earn-Out Period and Earn-Out Target. Following such review, the Neutral Accountant shall deliver a written opinion setting forth its final determination of the applicable revenue target, which shall be final, binding and conclusive on the Member Representative and Buyer and shall be used in computing the amount of any payment pursuant to vesting criteria which match this Section 1.5. All fees and expenses of the Neutral Accountant shall be borne (A) by the Buyer in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by the Member Representative (as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of all disputed items and (B) by Member Representative in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Member Representative (as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of all disputed items. Except with respect to the fees and expenses of the Neutral Accountant, the Parties shall bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing or reviewing, as the case may be, the Earn-Out Target Statement and Earn-Out Dispute Notice, as applicable. (e) In the event Buyer is required to pay the Earn-Out Payment requirements as set forth pursuant to Section 1.5(a), the Earn-Out Payment shall be paid in this full no later than the end of Buyer’s following fiscal quarter and upon determination by the Parties that the Earn-Out Target Statement is final, binding and conclusive upon the Parties pursuant to Section 3.8 and will vest concurrently with 1.5(c). (f) Prior to the payment end of the corresponding Earn-Out Period, Buyer shall ensure there is sufficient authorized and unissued Buyer Stock available to issue the maximum number of shares of Buyer Stock issuable hereunder and/or cash sufficient to fully satisfy the Earn-Out Payment. (g) After Closing Buyer shall have sole discretion with regard to all matters relating to the operation of the Company; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing the Earn-out Payment. If Buyer takes any such actions, the Earn-Out Payment shall be deemed earned in full. (h) In the event of a Change of Control of Buyer during the Earn-Out Period, if the Earn-Out Target has not yet been attained, such Earn-Out Target shall be deemed attained upon the closing of such Change of Control and Buyer shall immediately pay the applicable portion of the Earn-Out Payment to the extent Members and the Company Employee Trust, respectively, upon the closing of such Earn-Out Payment is payable to Earn-Out Recipients Change of Control. (i) Any payments made pursuant to this Section 3.8. The terms and conditions of the RSUs will 1.5 shall be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect treated as an adjustment to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified Purchase Price by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric Parties for the relevant periodTax purposes, calculated in good faithunless otherwise required by Law. c. Within 30 days following receipt by the Vendors’ Representative of the applicable Earn-Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement (an “Earn-Out Objections Notice”). If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within such 30-day period, then the Earn-Out Metric (and if applicable, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt of the Earn-Out Objections Notice, then the Purchaser and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon Closing(a) The Merger Consideration includes the right to receive contingent consideration, which shall be paid to the Participating Holders (other than holders of Company Preferred Shares and the holders of Company Warrants), in the manner described in Section 1.6, and at the times and if, and only if, the conditions to such contingent payments described in this Section 1.10 are satisfied. (b) The Per Share Year 1 Earn-Out shall be paid if, and only if, the Final Bookings for the year ended December 31, 2006 (“CY2006”) are greater than $50 million. The Per Share Year 2 Earn-Out shall be paid if, and only if, the Final Bookings for the year ended December 31, 2007 (“CY2007”) are greater than $100 million. The Per Share Stretch Earn-Out shall be paid if, and only if, the Final Bookings for CY2007 are greater than $135 million. (c) As soon as practicable, but in any event within forty-five (45) days following the end of each calendar quarter during the period beginning on the Closing Date and ending on December 31, 2007, Parent shall grant determine the Bookings for such calendar quarter and the year-to-date Bookings as of the end of such calendar quarter (the “Quarterly Bookings Report”), and deliver notice of such determinations, together with worksheets and data that support the Quarterly Bookings Report and summary financial data regarding the financial performance of the Company Business during such periods, to Key Employees an aggregate the Stockholder Representative. Each of Parent and the surviving entity of the Upstream Merger shall provide the Stockholder Representative with reasonable access to the personnel and books and records of Parent applicable to the Company Business for the purpose of discussing the Quarterly Bookings Report and reviewing the same. The Stockholder Representative may dispute the amount of CURO Group Holdings Corp. Restricted Share Units under Bookings for a calendar quarter reflected in the ParentQuarterly Bookings Report and, except for the first Quarterly Bookings Report delivered after the Closing Date, not the amount of year-to-date Bookings reflected in the Quarterly Bookings Report; provided, however, that the Stockholder Representative shall have notified Parent in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of the Stockholder Representative’s 2017 Incentive Planreceipt of such notice. In the event of such a dispute, dated as Parent and the Stockholder Representative shall attempt to reconcile their differences. If Parent and the Stockholder Representative are unable to reach a resolution within twenty (20) days after receipt by Parent of November 8the Stockholder Representative’s written notice of dispute, 2017 (“RSUs”) with Parent and the Stockholder Representative shall submit the items remaining in dispute for resolution to an aggregate value equal to $5,000,000, with the number of RSUs independent accounting firm to be determined with reference mutually agreed upon by the parties (the “Earn-Out Accounting Firm”), which shall, within thirty (30) days of such submission, determine and report to the trading price per Stockholder Representative and Parent common share upon such remaining disputed items, and the determination of Bookings for such period shall be final, binding and conclusive on the New York Stock Exchange at 11:59 pm (ET) on Participating Holders, the date which is immediately prior to the Effective DateStockholder Representative and Parent. The RSUs will be subject to vesting criteria which match determination of Bookings for a period that has not been challenged, has been reconciled, or has been determined by the Earn-Out Payment requirements as set forth in this Section 3.8 and will vest concurrently with the payment of the corresponding Earn-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients Accounting Firm pursuant to this Section 3.8. 1.10 is referred to herein as the “Final Bookings.” The terms fees and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric for the relevant period, calculated in good faith. c. Within 30 days following receipt by the Vendors’ Representative of the applicable Earn-Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement (an “Earn-Out Objections Notice”). If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within such 30-day period, then the Earn-Out Metric (and if applicable, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt disbursements of the Earn-Out Objections Notice, then the Purchaser Accounting Firm shall be allocated equally between Parent and the Vendors’ Participating Holders (other than the holders of Company Preferred Shares or Company Warrants therefor) (the portion of such fees and disbursements allocated to the Participating Holders shall be deducted from the contingent consideration to be paid to such holders under this Section 1.10). (d) Subject to the resolution of any disputes pursuant to Section 1.10(c), the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, as the case may be, shall be paid by Parent in accordance with Section 1.6 within fifteen (15) days after the date of receipt by the Stockholder Representative of Parent’s determination of Bookings for the applicable period. (e) Parent shall jointly engage have the Independent Auditor right, in its sole discretion, at any time prior to advise them with January 31, 2008, to make a payment in full of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, or any combination of the foregoing. In the event that Parent elects to do so, upon delivery of the applicable payment in full to the Participating Stockholder having the right to receive the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out or the Per Share Stretch Earn-Out, as the case may be, Parent shall have satisfied in full its obligations hereunder in respect of such contingent consideration. (f) In the event that a Company Sale occurs prior to any items remaining the determination of Final Bookings for CY2006, Parent shall make payment in dispute. As promptly full (regardless of the amount of Bookings for CY2006 as practicable thereafter (of such date) to each Participating Holder of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and in any event the Per Share Stretch Earn-Out no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation immediately prior to the Independent Auditoreffectiveness of such Company Sale. As soon as practicable thereafter and (and in any In the event that a Company Sale occurs following the determination of Final Bookings for CY2006 but before the determination of Final Bookings for CY2007, Parent shall, no later than 10 days thereafterimmediately prior to the effectiveness of such Company Sale, pay to each Participating Holder (i) any earned but unpaid amount of the Per Share Year 1 Earn-Out and (ii) the full amounts of the Per Share Year 2 Earn-Out and Per Share Stretch Earn-Out (in each case, regardless of the amount of Bookings for CY2007 as of such date). In the event that a Company Sale occurs following the determination of Final Bookings for CY 2007, Parent shall, no later than immediately prior to the effectiveness of such Company Sale, pay to each Participating Holder any earned but unpaid amount of the Per Share Year 2 Earn-Out and Per Share Stretch Earn-Out. Following payment in full of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, as applicable, in accordance with this Section 1.10(f), Parent shall have satisfied in full its obligations hereunder in respect of such contingent consideration. (g) During the Independent Auditor will provide a non-binding, written report period (the “Independent Auditor ReportEarn-Out Period”) commencing on the Effective Time and ending on December 31, 2007 (or such earlier date upon which the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out have been paid in accordance with this Agreement): (i) Parent shall, at the reasonable direction of its conclusions as Xxxx Xxxxxx (provided he is employed by Parent or a subsidiary of Parent) or Xxxxxx Xxxxxxx (provided he is employed by Parent or a subsidiary of Parent), hire employees for the Company Business and terminate the employment of any employee of the Company Business; provided that such hiring and termination of employment shall be conducted in accordance with (A) the applicable policies and procedures of Parent and applicable law and (B) the operating expense budget for the Company Business set forth in Schedule 1.10(g), which shall be subject to only those issues in adjustment based on the actual Bookings during the Earn-Out Objections Notice still Period as follows: at the conclusion of each calendar quarter the JBoss Management Board (as defined in dispute clause (iv) below) will review the operating results of the Company Business and, to the extent Bookings have exceeded the expected Bookings for such period as set forth in Schedule 1.10(g), the JBoss Management Board will determine if an increase in operating expenses is appropriate (the target increase in operating expenses from the amount set forth in Schedule 1.10(g) will be 15% of the amount by which Bookings exceeded the expected Bookings) and to the resulting extent Bookings are equal to or less than the expected Bookings for such period as set forth in Schedule 1.10(g), the JBoss Management Board will determine if a decrease in operating expenses is appropriate (the target decrease in operating expenses from the amount set forth in Schedule 1.10(g) will be 10% of the amount by which the Bookings are less than the expected Bookings). (ii) Parent shall cause (A) the employees of the Company Business primarily engaged in research and development relating to products and services for the Company Business to report to Xxxxx Xxxxxxxx (provided he is employed by Parent or a subsidiary of Parent) and (B) the employees of the Company Business primarily engaged in sales and marketing of products of the Company Business to report to Xxxxxx Xxxxxxx (provided he is employed by Parent or a subsidiary of Parent); (iii) Parent shall not establish sales incentive compensation for its sales representatives that is intended to compensate such sales representatives for sales of Parent’s products that are competitive with the Company Business’ JBoss product during the Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower Out Period on terms that are more favorable than the highest terms on which such sales representatives are compensated for sales of the Company Business’ JBoss products and services; (iv) Xxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxxxx (provided, in each case, he is employed by Parent or lowest value a subsidiary of Parent) and a senior technology employee of Parent (to be designated by Parent) shall meet in person or by telephone conference on a quarterly basis, as the “JBoss Management Board,” to discuss matters related to the Company Business; (v) Parent shall maintain such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute books and records with respect to the conclusions Company Business as shall be reasonably necessary to perform its obligations under this Section 1.10 in all material respects; and (vi) Subject to Section 1.10(e), Parent shall not sell, exchange or dispose of any material asset or assets of the Independent Auditor set out in Company Business if the Independent Auditor Reporteffect of such sale, either exchange or disposition would be to materially and adversely impair the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any ability of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitratorCompany Business to achieve Bookings. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon Closing(a) In addition to the Consideration Shares, by virtue of the Merger, each share of Target Common Stock shall be converted into the right to receive, if and when earned, any one or more earn-out payments (collectively, the Parent “Earn-Out”) pursuant to this Section 2.6. With respect to each $5,000,000 of Net Revenue on a cumulative basis of all Target Products collectively (each, an “Earn-Out Milestone”), the Earn-Out amount shall grant to Key Employees be $500,000 (each, an “Earn-Out Payment”); provided, however, that the aggregate Earn-Out payable hereunder shall under no circumstances exceed $2,500,000 (the “Earn-Out Target”). For example, when Net Revenue of the Target Products on an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUs”) with an aggregate value equal to basis reaches $5,000,000, with the number first cash payment of RSUs to $500,000 will be determined with reference made, and when the Net Revenue of Target Products on an aggregate basis (including the first $5,000,000) reaches $10,000,000, the second milestone payment of $500,000 will be made. (b) From and after the first sale of Target Product and until the Earn-Out Target has been paid in full, within forty five (45) days after the end of each calendar quarter from January through September, and within ninety (90) days after the fiscal year end for the fourth quarter ending in December (each, “Reporting Date”), the Acquiror shall deliver to the trading price per Parent common share on Stockholder Representative a written statement, certified by the New York Stock Exchange at 11:59 pm Acquiror’s Chief Financial Officer, of the Net Revenue of all Target Products during such calendar quarter. Each time an Earn-Out Milestone has been achieved, within thirty (ET30) on days after the date which is immediately prior first Reporting Date to occur after the Earn Out Milestone has been achieved, the Acquiror shall deliver and pay to the Effective Date. The RSUs will be subject to vesting criteria which match Stockholder Representative the Earn-Out Payment requirements as set forth in this Section 3.8 and will vest concurrently with corresponding to such Earn-Out Milestone. The Stockholder Representative shall distribute the payment of the corresponding Earn-Out Payment to the extent such EarnTarget Stockholders on a pro rata basis based on the Pre-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions Closing Ownership Percentages of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement Target Stockholders. Acquiror and its Affiliates shall not be amended sell or modified in any way without transfer the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect Target Product unless the purchaser or transferee is subject to the First Earn-Out Period, and June 1, 2023, with respect same obligation to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth make the Earn-Out Metric for Payments to the relevant period, calculated in good faithTarget Stockholders as Acquiror and its Affiliates pursuant to this Agreement. c. Within 30 days following receipt by (c) From and after the Vendors’ Representative first sale of the applicable Earn-Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement (an “Earn-Out Objections Notice”). If the Vendors’ Representative does not deliver an Earn-Out Objections Notice to the Parent within such 30-day period, then Target Product and until the Earn-Out Metric (and if applicableTarget has been paid in full, the Supplemental Earn-Out Metric) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice Acquiror shall make its books available to the PurchaserStockholder Representative and its agents for review, then at the Purchaser and the Vendors’ Representative shall negotiate Stockholder Representative’s sole cost, upon advance notice, during business hours, provided that such parties may not collectively request more than one review in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representativeeach calendar year. If the Purchaser and the Vendors’ Representative, notwithstanding any such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt of review shows that the Earn-Out Objections Noticepaid by Acquiror as of the time of such audit is deficient, then Acquiror shall promptly pay the Purchaser and deficient amount plus interest on the Vendors’ Representative shall jointly engage deficient amount, from the Independent Auditor date such payment was due to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter the date of actual payment at a rate of one percent (and in any event no later than 10 Business Days thereafter)1%) per month, or if lower, the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditormaximum amount permitted under applicable Law. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in If the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will payments made by Acquiror are found to be based solely upon the written presentations deficient by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower more than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(dfive percent (5%), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees Acquiror shall pay for all costs and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Stockholder Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees associated with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11audit. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon Closing(a) Subject to Section 3.3(b), as additional contingent deferred consideration, the Parent Stockholders collectively (and with respect to each individual Stockholder, in accordance with its respective Pro Rata Shares) shall grant be eligible to Key Employees receive after Closing up to an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under $1,500,000 (each, an “Earn-Out Payment” and collectively, the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUsEarn-Out Payments”) with an comprised of the following two potential payments: (i) An aggregate value amount equal to $5,000,000, with 300,000 (the number of RSUs to be determined with reference to the trading price per Parent common share on the New York Stock Exchange at 11:59 pm (ET) on the date which is immediately prior to the Effective Date. The RSUs will be subject to vesting criteria which match the “First Earn-Out Payment requirements as Payment”) upon satisfaction in the good faith determination of the Buyer (subject to the dispute resolution provision set forth in this Section 3.8 and will vest concurrently with the payment 3.3(b)), of the corresponding Earn-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out PeriodCriteria by no later than the date that is four (4) months immediately following authorization by the Chief Executive Officer of Parent to commence the Charleston Plant Expansion Phase I (the “First Earn-Out End Date”). (ii) An aggregate amount equal to $1,200,000 (the “Second Earn-Out Payment”) upon satisfaction in the good faith determination of the Buyer (subject to the dispute resolution provision set forth in Section 3.3(b)), and June 1, 2023, with respect to of the Second Earn-Out Period and Criteria by no later than the Supplemental date that is twelve (12) months immediately following authorization by the Chief Executive Officer of Parent to commence the Charleston Plant Expansion Phase II (the “Second Earn-Out PeriodEnd Date” and each of the First Earn-Out End Date and the Second Earn-Out End Date, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out StatementEnd Date”). Upon reasonable advanced written request by the Stockholders’ Representative, Buyer agrees to provide periodically reasonable updates on the progress of each Earn-Out Criteria to the Stockholders’ Representative. If so earned, each Earn-Out Payment will be satisfied by or on behalf of Buyer, at Buyer’s sole option, in any of the following: (i) cash in accordance with written instructions from the Stockholders, (ii) shares of Buyer Common Stock (the “Earn-out Shares”) setting forth in book-entry form through DTC for the benefit of the Stockholders or (iii) some combination of such cash and Earn-Out Shares; provided that, with respect to clauses (ii) and (iii), each Stockholder provides the DTC Information to the Buyer and makes the Private Placement Representations in a duly executed certificate in the form attached hereto as Exhibit C. Notwithstanding anything contained herein, in order for a Stockholder to be eligible to receive its Pro Rata Share of the Earn-Out Metric Payment, such Stockholder shall not be in breach of any representation or warranty or covenant or obligation under the Voting and Support Agreement, Letter of Transmittal, any employment arrangement or consulting agreement or any other agreement entered into with Buyer or any of its Affiliates (including the Company and its Subsidiaries). Notwithstanding anything contained herein, if any force majeure (including, acts of God; labor disputes; acts of civil or military authority or governmental action) occurs after authorization by the Chief Executive Officer of Parent to commence the Charleston Plant Expansion Phase I or the Charleston Plant Expansion Phase II that effects in any material adverse respect the ability of the Earn-Out Criteria to be satisfied under Section 3.3(a)(i) or (ii) prior to the applicable Earn-Out End Date, such Earn-Out End Date will be automatically extended for the relevant period, calculated in good faithperiod of the continuation of such material adverse impact of the force majeure. c. Within 30 days following receipt by (b) If any Earn-Out Payment has not been previously satisfied, as soon as practicable after the Vendors’ Representative end of the applicable Earn-Out StatementEnd Date, Buyer shall provide the VendorsStockholders’ Representative shall deliver written Representative, by notice to the Purchaser of any dispute it has in writing, with its determination with respect to whether or not the preparation or content applicable Earn-Out Criteria have been satisfied (the “Earn-Out Payment Determination”), including a reasonable explanation of the basis for such determination. If the Stockholders’ Representative has not objected to such Earn-Out Statement Payment Determination by written notice to Buyer within fifteen (an “15) Business Days of its receipt, such Earn-Out Objections Notice”). If Payment Determination shall be deemed the Vendors’ Representative does not deliver an “Final Earn-Out Objections Notice Payment Determination” and shall be final, binding and conclusive for all purposes hereunder. If a written objection notice is timely delivered by the Stockholders’ Representative, the parties shall use their commercially reasonable efforts to the Parent within reconcile such objections for a period of not less than thirty (30-day period) days, then and any mutual agreement as to the Earn-Out Metric Payment Determination achieved during such thirty (and if applicable, the Supplemental Earn-Out Metric30) set forth in such Earn-Out Statement will day period shall be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representativebinding. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail parties are unable to resolve such dispute within 10 Business Days after in spite of their respective good faith commercially reasonable efforts for such thirty (30) days period, either Buyer or the Purchaser’s receipt Stockholders’ Representative may submit the items in dispute for determination to an independent party of nationally recognized expertise in the Earn-Out Objections Notice, then the Purchaser construction and operation of industrial hydrogen liquefaction operations mutually agreeable to Buyer and the VendorsStockholders’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor ReportThird Party”) ). In such event, the determination of its conclusions as the Independent Third Party, which shall be limited narrowly to only those issues such items as are in dispute, shall be deemed final, conclusive, and binding on the parties, and which together with any other agreed elements of the determination shall represent the Final Earn-Out Objections Notice still in dispute and the resulting Earn-out MetricPayment Determination. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will Third Party shall be shared allocated equally among between Buyer, on the Purchaser one hand, and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved Stockholders in accordance with Section 3.11their respective Pro Rata Shares, on the other hand. g. In the event the applicable Earn-Out Statement (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or

Earn-Out. a. Upon Closing, the Parent (a) The Purchase Price shall grant to Key Employees an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUs”) with an aggregate value equal to $5,000,000, with the number of RSUs to be determined with reference to the trading price per Parent common share on the New York Stock Exchange at 11:59 pm (ET) on the date which is immediately prior to the Effective Date. The RSUs will be subject to vesting criteria which match adjustment, if any, as specified in this Section 3.3. (b) Provided that the annualized Base Actual Net Revenues during the Earn-Out Payment requirements as set forth Period equal or exceed $18,600,000, Buyer shall pay to Sellers, in this Section 3.8 and will vest concurrently with addition to the payment Purchase Price, $0.65 for every $1.00 of annualized Eligible Net Revenues up to $2,000,000, plus $0.80 for every $1.00 of annualized Eligible Net Revenues in excess of $2,000,000 (collectively, the corresponding “Earn-Out Payment to Amount”). Within 31 days after the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions completion of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, Buyer shall provide the Representative with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement Buyer’s written calculation of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statement”) setting forth the Earn-Out Metric for Amount (the relevant period, calculated in good faith. c. Within 30 days following receipt by the Vendors’ Representative of the applicable “Final Earn-Out Statement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Amount”). Such Earn-Out Statement (an “Amount shall be paid by November 15, 2007 or, in the event that the Representative objects to Buyer’s calculation of the Final Earn-Out Objections Notice”Amount pursuant to Section 3.3(b). If , within 15 days after the Vendors’ Representative does not deliver an final determination of the Earn-Out Objections Notice Amount made by Ernst & Young. Notwithstanding anything herein to the Parent contrary, in no event shall the Earn-Out Amount exceed $1,500,000. (c) The Representative shall have 30 days after the receipt of the Buyer’s written notice of the Final Earn-Out Amount to review and object, in writing, to Buyer’s calculation of the Final Earn-Out Amount with supporting summary accounts receivable system reports as appropriate. If no objection is made and provided to Buyer in the manner for the giving of notice pursuant to Section 10.5 within such 30-day period, then Buyer’s calculation of the Final Earn-Out Amount shall be final and binding on all Parties. If an objection is made that cannot be resolved by the Parties within 15 days after the date on which Buyer receives the Representative’s written objection, a mutually acceptable, regionally recognized independent accounting firm shall be engaged to resolve such dispute and the determination of independent accounting firm engaged pursuant to this Section 3.3(c) shall be final and binding on all Parties. The procedures set forth in Section 3.2(b)(iv) and (v), including the provisions dealing with notices and responses, shall be applied to any dispute regarding the Final Earn-Out Amount. The fees and expenses of any dispute regarding the Earn-Out Metric (Amount shall be divided equally between Buyer and if applicableSellers. Notwithstanding anything to the contrary, the Supplemental Earn-Out Metricparties agree that Buyer shall not be required to make any payments required to be made pursuant to this Section 3.3 at any time that an Event of Default (as defined in the Credit Agreement) set forth exists and is continuing, and Sellers agree that all such payments shall be tolled for any period during which an Event of Default exists and is continuing. Buyer agrees to use its commercially reasonable efforts to cause Buyer and the Company to cure any Events of Default in such Earn-Out Statement will order to be final, conclusive and binding on able to make the Parties. d. payments required to be made pursuant to this Section 3.3. If an Event of Default occurs under the Vendors’ Representative timely delivers an Earn-Out Objections Notice Credit Agreement at any time prior to the Purchaser, then earlier of (i) the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days after the Purchaser’s receipt payment of the Earn-Out Objections Notice, then Amount pursuant to this Section 3.3 or (ii) the Purchaser and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event date of determination that no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there Amount is a dispute with respect payable pursuant to the conclusions of the Independent Auditor set out in the Independent Auditor ReportSection 3.3, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written Buyer shall promptly provide notice to the Purchaser that Representative of the Vendors’ Representative agrees with occurrence of an Event of Default under the Earn-Out Statement; ii. the Vendors’ Representative does not give written Credit Agreement, and Buyer shall promptly provide notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iiiRepresentative when such Event of Default has been cured. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination If payment of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect Amount is delayed due to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In occurrence of an Event of Default, such unpaid amount shall accrue interest at the event annual rate of the applicable Earn-Out Statement “Prime Rate” (as finally determined pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. published in the Wall Street Journal on such date, and adjusted quarterly, effective on the first day of each calendar quarter for the First Earn-Out Period: A. is less than $[***]following three month period) from the date such payment would have otherwise been required to have been paid. In addition, then the Purchaser if such amount has not been paid one year after such payment became due, Sellers shall not pay, or cause to no longer be paid, any amount subject to the Paying Agent noncompete provision set forth in connection with the Earn-Out Metric for the First Earn-Out Period; orSection 7.6.

Earn-Out. a. Upon Closing, (a) Buyer shall pay to Sellers an amount equal to fifty percent (50%) of the Parent shall grant amount by which annual Gross Profit of the Company exceeds the amount set out in Schedule 2.2 (such amount being referred to Key Employees an aggregate amount of CURO Group Holdings Corp. Restricted Share Units under herein as the Parent’s 2017 Incentive Plan, dated as of November 8, 2017 (“RSUsEarn-out Threshold”) with an aggregate value equal to $5,000,000during each Earn-out Year, with the number of RSUs to be determined calculated after the close of each Earn-out Year (with reference to Gross Profit prorated for a 12 month period in the trading price per Parent common share on case of Earn-out Year One and the New York Stock Exchange at 11:59 pm final period in Section 2.7 (ETc) on (iv)) (the date which “Earn-out Amount”). In the event that in any Earn-out Year the annual Gross Profit of the Company is immediately prior to the Effective Date. The RSUs will be subject to vesting criteria which match less than the Earn-Out Payment requirements out Threshold (such deficiency being referred to herein as set forth in this Section 3.8 and will vest concurrently with the payment of the corresponding Earn-Out Payment to the extent such Earn-Out Payment is payable to Earn-Out Recipients pursuant to this Section 3.8. The terms and conditions of the RSUs will be set forth in a rider to a Key Employee’s employment offer letter or in the RSU award agreement and shall not be amended or modified in any way without the prior written consent of such Key Employee. b. No later than June 1, 2022, with respect to the First Earn-Out Period, and June 1, 2023, with respect to the Second Earn-Out Period and the Supplemental Earn-Out Period, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendors’ Representative, a Statement of Origination and Net Revenue certified by the Purchaser’s Chief Financial Officer (an “Earn-Out Statementout Deficiency”) setting forth ), the Earn-Out Metric out Threshold for the relevant periodfollowing Earn-out Year shall be deemed to be the amount equal to the Earn-out Threshold for that Earn-out Year plus the Earn-out Deficiency from the immediately preceding Earn-out Year, calculated in good faith. c. Within 30 days following receipt by the Vendors’ Representative and so on for each successive Earn-out Year. For purposes of the applicable foregoing calculation, the Earn-Out Statementout Threshold for Earn-out Year One shall be pro rated to equal five-twelfths (5/12ths) of the amount set out in Schedule 2.2 and for Earn-out Year Four shall be equal to seven-twelfths (7/12ths) of the said amount set out in Schedule 2.2. Notwithstanding any other provision of this Agreement, the Vendors’ Representative shall deliver written notice to the Purchaser of any dispute it has with respect to the preparation or content of such Earn-Out Statement out Amount paid to Sellers shall not exceed in the aggregate the amount set out in Schedule 2.2 (an the “Earn-Out Objections Noticeout Cap”). If , upon payment of which the Vendors’ Representative does not deliver an Buyer shall have no further obligation or liability hereunder whatsoever. (b) The Earn-Out Objections Notice out Amount shall be paid by wire transfer by Buyer to an account specified by Sellers on or before the Parent within such 30-later of the last day period, then of the third calendar month following each Earn-Out Metric out Year or three (and if applicable, the Supplemental Earn-Out Metric3) set forth in such Earn-Out Statement will be final, conclusive and binding on the Parties. d. If the Vendors’ Representative timely delivers an Earn-Out Objections Notice to the Purchaser, then the Purchaser and the Vendors’ Representative shall negotiate in good faith to resolve such dispute. Any items not specifically disputed by the Vendors’ Representative in an Earn-Out Objections Notice will be deemed accepted by the Vendors’ Representative. If the Purchaser and the Vendors’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within 10 Business Days business days after the Purchaser’s receipt calculation of the Earn-Out Objections Notice, then the Purchaser out Amount becomes binding and the Vendors’ Representative shall jointly engage the Independent Auditor to advise them with respect to any items remaining in dispute. As promptly as practicable thereafter (and in any event no later than 10 Business Days thereafter), the Vendors’ Representative and the Purchaser shall each prepare and submit a presentation to the Independent Auditor. As soon as practicable thereafter and (and in any event no later than 10 days thereafter), the Independent Auditor will provide a non-binding, written report (the “Independent Auditor Report”) of its conclusions as to only those issues in the Earn-Out Objections Notice still in dispute and the resulting Earn-out Metric. The Independent Auditor Report will be based solely upon the written presentations by the Vendors’ Representative and the Purchaser and the Independent Auditor may not value an item higher or lower than the highest or lowest value of such item claimed by the Purchaser or the Vendors’ Representative. If there is a dispute with respect to the conclusions of the Independent Auditor set out in the Independent Auditor Report, either the Purchaser or the Vendors’ Representative may initiate a proceeding in accordance with Section 3.11. There will be no ex parte communication between any of the Parties or their respective Representatives and the Independent Auditor in connection herewith. For purposes of this Section 3.8(d), the Independent Auditor will act as an expert and not as arbitrator. e. Reasonable fees and expenses of the Independent Auditor will be shared equally among the Purchaser and the Vendors’ Representative (solely on behalf of the Vendors). f. For greater certainty, the Earn-Out Metric for the relevant period will be deemed to be final and binding conclusive on the Parties upon the earliest of the following to occur: i. the Vendors’ Representative gives written notice to the Purchaser that the Vendors’ Representative agrees with the Earn-Out Statement; ii. the Vendors’ Representative does not give written notice to the Purchaser that it disputes the Earn-Out Statement, within the 30-day period contemplated by Section 3.8(c); iii. the Purchaser and the Vendors’ Representative mutually agree in writing to the determination of the Earn-Out Metric by the Independent Auditor in its report; or iv. all disputes with respect to the Earn-Out Statement are finally resolved in accordance with Section 3.11. g. In the event the applicable Earn-Out Statement (as finally determined parties pursuant to Section 3.8(f)) reflects an Earn-Out Metric that: i. for the First Earn-Out Period: A. is less than $[***], then the Purchaser shall not pay, or cause to be paid, any amount to the Paying Agent in connection with the Earn-Out Metric for the First Earn-Out Period; or2.10.