AGREEMENT AND PLAN OF MERGER among ELEVATE CREDIT, INC., PCAM ACQUISITION CORP. and PCAM MERGER SUB CORP. Dated as of November 16, 2022Merger Agreement • November 16th, 2022 • Elevate Credit, Inc. • Finance services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 16, 2022, is by and among Elevate Credit, Inc., a Delaware corporation (the “Company”), PCAM Acquisition Corp., a Delaware corporation (“Parent”), and PCAM Merger Sub Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”).
ELEVATE CREDIT, INC. [ ] Shares Common Stock ($0.0004 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2017 • Elevate Credit, Inc. • Finance services • New York
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 10th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
This Director Indemnification Agreement, dated as of , 20 (this “Agreement”), is made by and between Elevate Credit, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
FIRST AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment, Confidentiality and Non-Compete Agreement • January 11th, 2016 • Elevate Credit, Inc. • Finance services
This First Amendment to Employment, Confidentiality and Non-Compete Agreement (this “Amendment”), dated as of December 11, 2015 (“Amendment Date”), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (“Company” or “Employer”) and Chris Lutes (“Employee”).
EMPLOYMENT, CONFIDENTIALITY AND NON-SOLICITATION AGREEMENTEmployment Agreement • November 5th, 2021 • Elevate Credit, Inc. • Finance services
THIS EMPLOYMENT, CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT (this "Agreement") is entered into between Chad Bradford ("Employee") and Elevate Credit Service, LLC, a Delaware limited liability company ("Company" or "Employer") collectively referred to as the "Parties," with an "Effective Date" of May 1, 2014.
SUBLEASE AGREEMENTSublease Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Texas
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the 13th day of December 2006, by and between OVERTON CENTRE, LTD. (“Landlord”) and PayDay Services LLC, a limited liability corporation (“Tenant”).
FINANCING AGREEMENT Dated as of July 31, 2020 by and among EC SPV, LTD., as the Borrower (the “Borrower”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO and VICTORY PARK MANAGEMENT, LLC as Agent $100,000,000 SENIOR SECURED...Financing Agreement • November 9th, 2020 • Elevate Credit, Inc. • Finance services
FIFTH AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • February 14th, 2020 • Elevate Credit, Inc. • Finance services • Delaware
This FIFTH AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “Agreement”), dated as of February 7, 2019 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company ( “Rise SPV”), and Today Card, LLC, a Delaware limited liability company (“Today Card”; together with Rise SPV, the “US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit Parent”), as a Guarantor (as defined herein), the other G
CREDIT SERVICES AGREEMENT (OHIO ONLINE)Credit Services Agreement • October 5th, 2017 • Elevate Credit, Inc. • Finance services • Ohio
This Credit Services Agreement (this "Agreement") is made and entered into as of September 29, 2017, by and between REDPOINT ASSET FUNDING Ohio, LLC, a Texas limited liability company ("Lender"), and RISE CREDIT SERVICE OF OHIO, LLC a Delaware limited liability company ("CSO").
SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTESenior Secured Fourth Tranche Us Last Out Term Note • January 30th, 2017 • Elevate Credit, Inc. • Finance services
FOR VALUE RECEIVED, ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”) hereby promises to pay to VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among the US Last Out Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “Financing Agreement”). The US Last Out Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Pre
INTERCREDITOR AGREEMENT among ELEVATE CREDIT, INC., as Elevate, RISE SPV, LLC, ELEVATE CREDIT INTERNATIONAL LTD., and ELEVATE CREDIT SERVICE, LLC, as Financing Agreement Borrowers ELASTIC SPV, LTD., as Additional Financing Agreement Borrower, the...Intercreditor Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services
This INTERCREDITOR AGREEMENT, dated as of July 1, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among, ELEVATE CREDIT, INC., a Delaware corporation (“Elevate”), RISE SPV, LLC, a Delaware limited liability company (“RISE SPV”), ELEVATE CREDIT INTERANTIONAL LTD., a company incorporated under the laws of England (“ELEVATE UK”), ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (“ECS” and, together with Rise SPV and ELEVATE UK, the “Financing Agreement Borrowers”), ELASTIC SPV, LTD., an exempt company incorporated with limited liability under the laws of the Cayman Islands (the “Additional Financing Agreement Borrower”), the other Grantors (as defined below) from time to time party hereto, VICTORY PARK MANAGEMENT, LLC, as administrative agent and collateral agent for the Financing Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capac
ELEVATE CREDIT, INC.Non-Qualified Stock Option Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
Elevate Credit, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2014 Equity Incentive Plan (the “Plan”).
SECOND AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment, Confidentiality and Non-Compete Agreement • March 10th, 2017 • Elevate Credit, Inc. • Finance services
This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this “Second Amendment”), dated as of March 1, 2017 (“Amendment Date”), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (“Company” or “Employer”) and Jason Harvison (“Employee”).
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 9th, 2020 • Elevate Credit, Inc. • Finance services • New York
This SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of July 31, 2020 by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit”), as a Guarantor, the other Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement or if not defined therein, in the Security Agreement.
SENIOR SECURED CONVERTIBLE TERM NOTENote • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
FOR VALUE RECEIVED, Elevate Credit, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to VPC Specialty Lending Investments Intermediate, L.P. or its registered assigns (the “Holder”) the amount set out above as the Principal or, if less, the aggregate unpaid principal amount of all draws funded by the Holder to the Borrower pursuant to the terms of that certain Second Amended and Restated Financing Agreement, dated as of June 30, 2016, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Borrower, the Guarantors (as defined therein) party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) party thereto (together
SECOND AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment, Confidentiality and Non-Compete Agreement • November 5th, 2021 • Elevate Credit, Inc. • Finance services
This Second Amendment to the Employment, Confidentiality and Non-Compete Agreement (this “Second Amendment”), dated as of March 1, 2017 (“Amendment Date”), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (the “Company” or “Employer”) and Chad Bradford (“Employee”).
AMENDED AND RESTATED JOINT MARKETING AGREEMENTJoint Marketing Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Kentucky
This AMENDED AND RESTATED JOINT MARKETING AGREEMENT (this “Agreement”), effective as of July 1, 2015 (“Effective Date”), between Republic Bank & Trust Company, a Kentucky banking corporation (“RB”) and Elevate@Work, LLC, a Delaware limited liability company (“E@W”). RB and E@W are individually referred to as a “Party” and, collectively, the “Parties.” Certain other capitalized terms used herein shall have the meanings ascribed thereto in Exhibit A.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 6th, 2015 • Elevate Credit, Inc. • Finance services • Delaware
This SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of May 20, 2015 by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 f/k/a Think Finance (UK) Ltd. (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”), the Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”), the financial institutions party hereto as “Lenders” (collectively, the “Lenders”), and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respec
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 27th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
This Assignment and Assumption Agreement (this “Agreement”) is dated as of ___, 201__ (the “Assignment Date”) by and among VPC Onshore Specialty Finance Fund II, L.P. (the “Assignor”) and ___________, a __________ (the “Assignee”).
Voting AgreementVoting Agreement • November 16th, 2022 • Elevate Credit, Inc. • Finance services • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 16, 2022, is entered into by and between the undersigned stockholder (“Stockholder”) of Elevate Credit, Inc., a Delaware corporation (the “Company”), and PCAM Acquisition Corp., a Delaware corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SUBLEASE AGREEMENTSublease Agreement • November 9th, 2018 • Elevate Credit, Inc. • Finance services • Texas
THIS SUBLEASE AGREEMENT is made as of the 1st day of May, 2014 ("Effective Date") between TC Loan Service, LLC., a Delaware LLC ("Sublessor") and Elevate Credit Service, LLC., a Delaware LLC ("Sublessee").
AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • November 9th, 2018 • Elevate Credit, Inc. • Finance services • Texas
THIS AMENDMENT TO SUBLEASE AGREEMENT is made as of the 1st day of December, 2014 ("Effective Date") between TC Loan Service, LLC., a Delaware LLC ("Sublessor") and Elevate Credit Service, LLC., a Delaware LLC ("Sublessee").
AMENDMENT TO GUARANTYGuaranty • November 9th, 2015 • Elevate Credit, Inc. • Finance services
THIS AMENDMENT TO GUARANTY, dated as of October 5, 2015 (this “Amendment”), is between Sentral Financial, LLC, a Delaware limited liability company (“Lender”) and RISE Credit Service of Ohio, LLC, a Delaware limited liability company (“Guarantor”).
FIRST AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment, Confidentiality and Non-Compete Agreement • November 5th, 2021 • Elevate Credit, Inc. • Finance services
This First Amendment to Employment, Confidentiality and Non-Compete Agreement (this “Amendment”), dated as of December 11, 2015 (“Amendment Date”), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (“Company” or “Employer”) and Chad Bradford (“Employee”).
THIRD AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Delaware
This THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of October 21, 2015 by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 f/k/a Think Finance (UK) Ltd. (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”), the Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”), and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement.
EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment Agreement • October 6th, 2015 • Elevate Credit, Inc. • Finance services
THIS EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this “Agreement”) is entered into between Jason Harvison (“Employee”) and Elevate Credit Service, LLC, a Delaware limited liability company (“Company” or “Employer”) collectively referred to as the “Parties,” with an “Effective Date” of May 1, 2014.
AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • October 6th, 2015 • Elevate Credit, Inc. • Finance services • Texas
THIS AMENDMENT TO SUBLEASE AGREEMENT is made as of the 1st day of December, 2014 (“Effective Date”) between TC Loan Service, LLC., a Delaware LLC (“Sublessor”) and Elevate Credit Service, LLC., a Delaware LLC (“Sublessee”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 16th, 2022 • Elevate Credit, Inc. • Finance services • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of November 16, 2022 is by and among PCAM Acquisition Corp., a Delaware corporation (“Parent”) and the stockholder named on the signature page hereto (the “Rollover Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
ELEVATE CREDIT, INC. June 30, 2016Letter Agreement • January 30th, 2017 • Elevate Credit, Inc. • Finance services • Delaware
This letter agreement (this “Letter Agreement”) memorializes an agreement by and among Elevate Credit, Inc., a Delaware corporation (the “Company”), and VPC Specialty Lending Investments Intermediate, L.P., VPC Specialty Finance Fund I, L.P. and VPC Investor Fund B, LLC (each, an “Investor” and collectively, the “Investors”), in connection with (i) that certain Second Amended and Restated Financing Agreement, dated as of the date hereof, by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), Elevate Credit International Ltd., a company incorporated under the laws of England (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company (the “US Last Out Term Note Borrower”), the Company, the Guarantors (as defined therein) party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders (as defined therein) party thereto (together with all exhibits
CREDIT SERVICES AGREEMENT (Texas Online)Credit Services Agreement • October 5th, 2017 • Elevate Credit, Inc. • Finance services • Texas
This Credit Services Agreement (this "Agreement") is made and entered into as of September 29, 2017 by and between Redpoint Capital Asset Funding, LLC, a Texas limited liability company ("Lender"), and RISE CREDIT SERVICE OF TEXAS, LLC a Delaware limited liability company ("CAB").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2019 • Elevate Credit, Inc. • Finance services • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 21, 2019 (the “Effective Date”), by and between Jason Harvison (“Employee”) and Elevate Credit Service, LLC, a Delaware limited liability company (“Company”). Employee and Company are each referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • June 3rd, 2016 • Elevate Credit, Inc. • Finance services • Delaware
This FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of February 11, 2016 by and among Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 f/k/a Think Finance (UK) Ltd. (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit”or the “US Last Out Term Note Borrower”), the Guarantors party hereto (such Guarantors, collectively with Elevate Credit and the Borrower, the “Credit Parties”), and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement.
FIRST AMENDMENT TO JOINT MARKETING AGREEMENTJoint Marketing Agreement • February 14th, 2020 • Elevate Credit, Inc. • Finance services
THIS FIRST AMENDMENT TO JOINT MARKETING AGREEMENT (this “Amendment”), effective as of August 1, 2019 (“Amendment Effective Date”), is by and between EF Marketing, LLC, a Delaware limited liability company (“EM”) and FinWise Bank, a Utah state chartered bank (“FB”).
SECOND AMENDMENT TOServices Agreement • November 9th, 2017 • Elevate Credit, Inc. • Finance services
THIS SECOND AMENDMENT TO SERVICES AGREEMENT (this “Amendment”) is entered into as of October 9, 2017 to be effective as of October 1, 2017 by and between NCP FINANCE OHIO, LLC, an Ohio limited liability company (“Lender”), and ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “Provider”), under the following circumstances:
PROGRAM AGREEMENT BETWEEN CREDIT SERVICES ORGANIZATION AND THIRD-PARTY LENDERProgram Agreement • October 5th, 2017 • Elevate Credit, Inc. • Finance services • Texas
THIS PROGRAM AGREEMENT (as may be amended, modified or restated from time to time, this “Agreement”) is entered into by and between INTEGRITY FUNDING OHIO LLC, a Delaware limited liability company (“Lender”), and RISE CREDIT SERVICE OF OHIO, LLC a Delaware limited liability company (“CSO”), on the dates set forth with the respective signatures, but effective September 29, 2017 (“Effective Date”).
