ContractWarrant Agreement • July 17th, 2019 • Oportun Financial Corp • Finance services • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2024 • Oportun Financial Corp • Finance services • New York
This Amendment No. 3 to Credit Agreement (this “Amendment”), dated as of March 12, 2024, is entered into by and among Oportun Financial Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties, the Lenders party hereto, Wilmington Trust, National Association, in its capacity as administrative agent (the “Administrative Agent”) and Wilmington Trust, National Association, in its capacity as collateral agent (the “Collateral Agent”).
OPORTUN FUNDING 2022-1, LLC, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, as Securities Intermediary and as Depositary Bank BASE INDENTURE Dated as of March 31, 2022 Asset Backed Notes Asset Backed Certificates (Issuable in...Base Indenture • May 10th, 2022 • Oportun Financial Corp • Finance services • New York
BASE INDENTURE, dated as of March 31, 2022, between OPORTUN FUNDING 2022-1, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), a national banking association with trust powers, as Trustee, as Securities Intermediary and as Depositary Bank.
SEVENTH AMENDMENT TO INDENTUREIndenture • March 15th, 2024 • Oportun Financial Corp • Finance services • New York
INDENTURE, dated as of December 20, 2021, between OPORTUN RF, LLC, a Delaware limited liability company, as issuer (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as Indenture Trustee, as Securities Intermediary and as Depositary Bank.
Shares OPORTUN FINANCIAL CORPORATION COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2019 • Oportun Financial Corp • Finance services • New York
SUBLEASE AGREEMENTSublease Agreement • July 17th, 2019 • Oportun Financial Corp • Finance services • California
THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of the 12th day of October, 2015 by and between ROVI CORPORATION, a Delaware corporation (“Sublandlord”), and UPSTART HOLDINGS, INC., a Delaware corporation (“Subtenant”).
OPORTUN FUNDING XIII, LLC, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, as Securities Intermediary and as Depositary Bank BASE INDENTURE Dated as of August 1, 2019 Asset Backed Notes (Issuable in Series)Base Indenture • September 16th, 2019 • Oportun Financial Corp • Finance services • New York
BASE INDENTURE, dated as of August 1, 2019, between OPORTUN FUNDING XIII, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as Trustee, as Securities Intermediary and as Depositary Bank.
OPORTUN FINANCIAL CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • July 17th, 2019 • Oportun Financial Corp • Finance services • Delaware
This Indemnity Agreement (this “Agreement”) dated as of _____, 20__, is made by and between Oportun Financial Corporation, a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AMENDMENT NO. 5 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 7th, 2021 • Oportun Financial Corp • Finance services • New York
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of June 29, 2018 (this “Agreement”), by and between OPORTUN, INC., a Delaware corporation, as seller (the “Seller”), and ECL FUNDING LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
Certain information identified with brackets ([****]) has been excluded from this exhibit because such information is both (i) not material and (ii) competitively harmful if publicly disclosedRevised Temporary Adjustments to Program Arrangements • March 1st, 2022 • Oportun Financial Corp • Finance services
This letter agreement (this “Letter”) dated and effective as of the date first set forth above between WebBank (“Bank”) and Oportun, Inc. (“Company”) amends and supplements the (i) Amended and Restated Credit Card Program and Servicing Agreement between Bank and Company dated as of February 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Program Agreement”), (ii) Receivables Sale Agreement between Bank and Company dated as of November 5, 2019, as amended by the First Amendment to Receivables Sale Agreement dated as February 5, 2021 (as further amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”), and (iii) Receivables Retention Facility Agreement between Bank and Company dated as of February 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Retention Agreement”). Any capitalized terms used in this Letter but not defined herein shall have the respective meanings se
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 17th, 2019 • Oportun Financial Corp • Finance services • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of February 6, 2015, by and among Oportun Financial Corporation (the “Company”), the common stockholders listed on Schedule A hereto (the “Common Holders”), the investors listed on Schedule B through Schedule J hereto (the “Investors”) and the holders of the BlackRock Warrants and the Hercules Warrants (each as defined below) (the “Warrant Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2024 • Oportun Financial Corp • Finance services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of November 14, 2024 by and among Oportun Financial Corporation, a Delaware corporation (the “Company”) and the Lenders (as defined below) party hereto as of the date hereof.
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 16th, 2019 • Oportun Financial Corp • Finance services • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of December 1, 2018 (this “Amendment”), by and between OPORTUN, INC., a Delaware corporation, as seller (the “Seller”), and ECL FUNDING LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
AMENDED AND RESTATED OFFER LETTER AND CHANGE IN CONTROL AGREEMENTOffer Letter and Change in Control Agreement • July 18th, 2018 • Oportun Financial Corp • Finance services • California
This Amended and Restated Offer Letter and Change in Control Agreement (“Agreement”) is made effective as of June 3, 2015 (“Effective Date”), by and between Oportun Financial Corporation (formerly Progreso Financiero Holdings, Inc.), a Delaware corporation (the “Company”), and Raul Vazquez (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
OPORTUN FUNDING V, LLC FIRST AMENDMENT TO THE BASE INDENTUREBase Indenture • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
This FIRST AMENDMENT TO THE BASE INDENTURE, dated as of May 25, 2016 (this “Amendment”), is entered into among OPORTUN FUNDING V, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation validly existing under the laws of the State of New York, as trustee (in such capacity, the “Trustee”), as securities intermediary (in such capacity, the “Securities Intermediary”) and as depositary bank (in such capacity, the “Depositary Bank”).
OPORTUN FUNDING IV, LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, as Securities Intermediary and as Depositary Bank SERIES 2016-C SUPPLEMENT Dated as of October 19, 2016 to BASE INDENTURE Dated as of October 19, 2016 3.28% Asset...Series Supplement • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
SERIES 2016-C SUPPLEMENT, dated as of October 19, 2016 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among OPORTUN FUNDING IV, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation validly existing under the laws of the State of New York, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), as securities intermediary (together with its successors under the Base Indenture referred to below, the “Securities Intermediary”) and as depositary bank (together with its successors under the Base Indenture referred to below, the “Depositary Bank”), to the Base Indenture, dated as of October 19, 2016, between the Issuer, the Trustee, the Securities Intermediary and the Depositary Bank (as amended, modified, restated or supp
OPORTUN FUNDING IV, LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, as Securities Intermediary and as Depositary Bank BASE INDENTURE Dated as of October 19, 2016 Asset Backed Notes (Issuable in Series)Base Indenture • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
BASE INDENTURE, dated as of October 19, 2016, between OPORTUN FUNDING IV, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation validly existing under the laws of the State of New York, as Trustee, as Securities Intermediary and as Depositary Bank.
WEBBANK and OPORTUN, INC. RECEIVABLES RETENTION FACILITY AGREEMENT Dated as of February 5, 2021Receivables Retention Facility Agreement • February 23rd, 2021 • Oportun Financial Corp • Finance services • Utah
This RECEIVABLES RETENTION FACILITY AGREEMENT (this “Agreement”), dated as of February 5 , 2021 (“Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and OPORTUN, INC., a Delaware corporation, having its principal location in San Carlos, California (“Company”).
Exhibit E and Schedule II to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. OPORTUN CCW TRUST ELEVENTH AMENDMENT TO INDENTUREIndenture • August 9th, 2024 • Oportun Financial Corp • Finance services • New York
This ELEVENTH AMENDMENT TO INDENTURE, dated as of April 30, 2024 (this "Amendment"), is entered into among OPORTUN CCW TRUST, a special purpose Delaware statutory trust, as issuer (the "Issuer"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as indenture trustee (in such capacity, the "Indenture Trustee"), as securities intermediary (in such capacity, the "Securities Intermediary") and as depositary bank (in such capacity, the "Depositary Bank").
OPORTUN FUNDING V, LLC THIRD AMENDMENT TO THE SERIES 2015 SUPPLEMENTThird Amendment to the Series 2015 Supplement • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
OPORTUN FUNDING V, LLC THIRD AMENDMENT TO THE BASE INDENTUREBase Indenture • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
BASE INDENTURE, dated as of August 4, 2015, between OPORTUN FUNDING V, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporationWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers validly existing under the laws of the State of New YorkUnited States, as Trustee, as Securities Intermediary and as Depositary Bank.
AMENDMENT NO. 1 TO RECEIVABLES LOAN AND SECURITY AGREEMENTReceivables Loan and Security Agreement • May 10th, 2024 • Oportun Financial Corp • Finance services • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 22, 2024 (the “Amendment Effective Date”), to the Receivables Loan and Security Agreement, dated as of October 19, 2023, the “Loan Agreement”), by and among Oportun CL Trust 2023-A, as the borrower (“Borrower”), and Oportun, Inc., as the seller (“Seller”), Oportun CL Depositor, LLC, as the depositor (the “Depositor”), and the lenders from time to time party thereto (the “Lenders”), and Wilmington Trust, National Association, as the administrative agent, the paying agent and the account bank.
OPORTUN FUNDING V, LLC FIFTH AMENDMENT TO THE BASE INDENTUREBase Indenture • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Trust Estate”).
OPORTUN PLW TRUST FIFTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2023 • Oportun Financial Corp • Finance services • New York
This FIFTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT, dated as of June 29, 2023 (this “Amendment”), is entered into among OPORTUN PLW TRUST, as borrower (the “Borrower”), OPORTUN PLW DEPOSITOR, LLC, as the depositor (the “Depositor”), OPORTUN, INC., as seller (the “Seller”), the various financial institutions party hereto, as lenders (in such capacity, each, a “Lender” and collectively, the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”), as paying agent (in such capacity, the “Paying Agent”), as securities intermediary (in such capacity, the “Securities Intermediary”) and as depositary bank (in such capacity, the “Depositary Bank”).
OPORTUN FUNDING V, LLC SECOND AMENDMENT TO THE SERIES 2015 SUPPLEMENTSecond Amendment to the Series 2015 Supplement • July 17th, 2019 • Oportun Financial Corp • Finance services • New York
SERIES 2015 SUPPLEMENT, dated as of August 4, 2015 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among OPORTUN FUNDING V, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New YorkWILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking corporationassociation validly existing under the laws of the State of New York United States, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), as securities intermediary (together with its successors under the Base Indenture referred to below, the “Securities Intermediary”) and as depositary bank (together with its successors under the Base Indenture referred to below, the “Depositary Bank”), to the Base Indenture, dated as of August 4, 2015, between the Issuer, the Trustee, the Securities Intermed
OPORTUN FUNDING V, LLC FOURTH AMENDMENT TO THE SERIES 2015 SUPPLEMENTFourth Amendment to the Series 2015 Supplement • September 16th, 2019 • Oportun Financial Corp • Finance services • New York
This FOURTH AMENDMENT TO THE SERIES 2015 SUPPLEMENT, dated as of September 12, 2019 (this “Amendment”), is entered into among OPORTUN FUNDING V, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as trustee (in such capacity, the “Trustee”), as securities intermediary (in such capacity, the “Securities Intermediary”) and as depositary bank (in such capacity, the “Depositary Bank”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 18th, 2018 • Oportun Financial Corp • Finance services • California
This Change in Control Agreement (“Agreement”) is made effective as of , (“Effective Date”), by and between Oportun Financial Corporation, a Delaware corporation (the “Company”), and (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
OPORTUN FUNDING V, LLC SIXTH AMENDMENT TO THE BASE INDENTUREBase Indenture • September 16th, 2019 • Oportun Financial Corp • Finance services • New York
This SIXTH AMENDMENT TO THE BASE INDENTURE, dated as of September 12, 2019 (this “Amendment”), is entered into among OPORTUN FUNDING V, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as trustee (in such capacity, the “Trustee”), as securities intermediary (in such capacity, the “Securities Intermediary”) and as depositary bank (in such capacity, the “Depositary Bank”).
ContractReceivables Loan and Security Agreement • March 15th, 2024 • Oportun Financial Corp • Finance services • New York
Certain information contained in this exhibit, marked by [***], has been excluded from this exhibit because the registrant has determined that it is both not material and is the type that the registrant treats as private or confidential.
SUBLEASE AGREEMENTSublease Agreement • September 21st, 2018 • Oportun Financial Corp • Finance services • California
THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of the 12th day of October, 2015 by and between ROVI CORPORATION, a Delaware corporation (“Sublandlord”), and UPSTART HOLDINGS, INC., a Delaware corporation (“Subtenant”).
Exhibit A to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. Oportun Financial Corporation San Carlos, CA 94070Director Appointment Agreement • April 22nd, 2024 • Oportun Financial Corp • Finance services • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Oportun Financial Corporation (“Company”) and (b) Findell Capital Management LLC (“Findell”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively, the “Findell Signatories”). Company and the Findell Signatories are collectively referred to as the “Parties.” The Findell Signatories and each Affiliate (as defined below) and Associate (as defined below) of each Findell Signatory are collectively referred to as the “Findell Group.”
PROGRESO FINANCIERO HOLDINGS, INC. WARRANT TO PURCHASE SERIES F-1 PREFERRED STOCKWarrant Agreement • July 17th, 2019 • Oportun Financial Corp • Finance services • California
THIS CERTIFIES THAT, for value received, QED Fund II, LP or its assigns (the “Holder”), is entitled to subscribe for and purchase from PROGRESO FINANCIERO HOLDINGS, INC., a Delaware corporation (the “Company”), the Exercise Shares (subject to adjustment and the vesting provisions as provided herein) at the Exercise Price (subject to adjustment as provided herein) upon the occurrence of any of event constituting an Exercise Date.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • March 1st, 2022 • Oportun Financial Corp • Finance services
On November 16, 2021, Oportun Financial Corporation (“Oportun” or the “Company”) and Hello Digit, Inc. (“Digit”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), under which Oportun would combine with Digit through a business combination and as a result Digit would be a wholly-owned subsidiary of Oportun. The acquisition was completed on December 22, 2021 (the “Acquisition Date”), pursuant to the Merger Agreement, with the Company acquiring all of the outstanding equity interests of Digit in exchange for cash and stock consideration (the “Acquisition”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2022 • Oportun Financial Corp • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2021 by and between Oportun Financial Corporation, a Delaware corporation (“Parent”), and the holders listed on Exhibit A attached to this Agreement and their respective assignees in accordance with Section 1.9 (each a “Holder”). This Agreement shall become effective at, and is contingent upon, the Closing.
ContractProgram Agreement • November 12th, 2020 • Oportun Financial Corp • Finance services • Delaware
Certain information identified with brackets ([****]) has been excluded from this exhibit because such information is both (i) not material and (ii) competitively harmful if publicly disclosed
