DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 9th, 2015 • 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”).
EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENTEmployment Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services
THIS EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this “Agreement”) is entered into between Chris Lutes (“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 January, 5, 2015.
SUBLEASE AGREEMENTSublease Agreement • November 9th, 2015 • 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”).
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
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.
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”).
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.
PARTICIPATION AGREEMENTParticipation Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Kentucky
THIS PARTICIPATION AGREEMENT (this “Agreement”), is made as of this 1st day of July, 2015 (“Effective Date”), by and between Elastic SPV, Ltd., a Cayman Islands exempted company incorporated with limited liability (“ESPV”) and Republic Bank & Trust Company, a Kentucky banking corporation (“RB”). Each party to this Agreement may be referred to herein as a “Party” or, collectively, as the “Parties.”
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • New York
This FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”) is made and entered into as of October 21, 2015 by and among (a) Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), (b) Elevate Credit, Inc., a Delaware corporation as a Guarantor and the other Guarantors party hereto (the Borrower and the Guarantors are collectively referred to herein as the “Credit Parties”), (c) the financial institutions party hereto as “Lenders” (collectively, the “Lenders”), and (d) 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.
TAX SHARING AGREEMENT by and between THINK FINANCE, INC. and ELEVATE CREDIT, INC. Dated as of May 1, 2014Tax Sharing Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Delaware
This TAX SHARING AGREEMENT (this “Agreement”), made and entered into effective as of May 1, 2014, is by and between Think Finance, Inc., a Delaware corporation (“Think Finance”), and Elevate Credit, Inc., a Delaware corporation and wholly-owned subsidiary of Think Finance (“Elevate,” and together with Think Finance, the “Parties”). Each of Think Finance and Elevate is sometimes referred to herein as a “Party” and together, as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between Think Finance and Elevate (the “Separation Agreement”).
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into on and as of the 1stth day of June, 2015 (the “Effective Date”), by and between RLJ Financial LLC, a Delaware limited liability company (“RLJ), with its principal place of business at 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814 and Elevate Credit Service, LLC (“Elevate”), a Delaware limited liability company with its principal office at 4150 International Plaza, Suite 300, Fort Worth, Texas 76109. RLJ and Elevate are sometimes referred to herein each as a “Party” and together as the “Parties”.
GUARANTYGuaranty • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Ohio
THIS GUARANTY is made and entered into as of JUNE 26, 2015, by RISE CREDIT SERVICES OF OHIO, LLC, fka PayDay One Express of Ohio, LLC, fka PayDay One of South Carolina, LLC (hereinafter referred to as “Guarantor”), to and for the benefit of SENTRAL FINANCIAL LLC (hereinafter referred to as “Lender”).
CREDIT DEFAULT PROTECTION AGREEMENTCredit Default Protection Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • New York
THIS CREDIT DEFAULT PROTECTION AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2015, by and between Elastic@Work, LLC, a Delaware limited liability company (“E@W”), and Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ESPV”). Each party to this Agreement may be referred to herein as a “Party” or collectively as “Parties.”
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • New York
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), is made as of July 1, 2015, by and between Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ESPV”) and Elevate@Work Admin, LLC, a Delaware limited liability company (“Agent”). Each party to this Agreement may be referred to herein as a “Party” or collectively as “Parties.”
AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Delaware
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”), is made as of September 30, 2015 (the “Effective Date”), by and among Elevate Decision Sciences, LLC, a Delaware limited liability company (“EDS” or “Assignor”), and Elevate Credit, Inc., a Delaware Corporation (“Elevate Credit”, together with EDS, the “Elevate Parties”); and TC Decision Sciences, LLC, a Delaware limited liability company (“TCDS” or “Assignee”) and Think Finance, Inc., a Delaware corporation (“Think Finance”, together with TCDS, the “Think Parties”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
PROGRAM AGREEMENT BETWEEN CREDIT SERVICES ORGANIZATION AND THIRD-PARTY LENDERProgram Agreement • November 9th, 2015 • 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 Sentral Financial LLC, a Delaware limited liability company (“Lender”), and RISE CREDIT SERVICE OF OHIO, fka Payday One Express of Ohio, LLC, fka Payday One of South Carolina, a(n) Delaware limited liability company (“CSO”), on the dates set forth with the respective signatures, but effective June 26, 2015 (“Effective Date”).
AMENDED AND RESTATED FINANCING AGREEMENT Dated as of August 15, 2014 by and among RISE SPV, LLC, a Delaware limited liability company, as the US Term Note Borrower (the “US Term Note Borrower”), THINK FINANCE (UK) LTD., a company incorporated under...Financing Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services • Delaware
This 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 August 15, 2014 is being entered into by and among (a) Rise SPV, LLC, a Delaware limited liability company (the “US Term Note Borrower”), as the US Term Note Borrower, (b) Think Finance (UK) Ltd., a company incorporated under the laws of England with number 05041905, as the UK Borrower (the “UK Borrower”), (c) Elevate Credit Service, LLC, a Delaware limited liability company (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrower, the UK Borrower and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), (d) the Guarantors from time to time party hereto, (e) the lenders listed on the Schedule of Lenders attached hereto (each individually, a “Lender” and collectively, the “Lenders”) and (f) Victory Park Management, LLC, as administrative agent and
SECOND AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • November 9th, 2015 • Elevate Credit, Inc. • Finance services
THIS SECOND AMENDMENT TO THE SUBLEASE AGREEMENT (this “Second Amendment”) is entered into effective as of this 22nd day of May, 2015 (the “Effective Date”) by and between TC Loan Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 400, Fort Worth, Texas 76109 (“Sublessor”), and Elevate Credit Service, LLC, a Delaware limited liability company with a principal business address of 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 (“Sublessee”).
