AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT and AMENDEMENT NO. 2 TO FEE LETTER

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 10.22

EXECUTION VERSION

AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT and AMENDEMENT NO. 2 TO FEE LETTER

THIS AMENDMENT NO. 8 TO REVOLVING CREDIT AGREEMENT AND AMENDMENT NO. 2 TO FEE LETTER (this “Amendment”), dated as of December 16, 2020 (the “Effective Date”) to (i) that certain Revolving Credit Agreement, dated as of April 15, 2019 (as amended, restated supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”), among Opportunity Funding SPE VI, LLC (the “Borrower”), Opportunity Financial, LLC (the “Company”), as originator (in such capacity, the “Originator”), as servicer (in such capacity, the “Servicer”), as a Guarantor (as defined in the Amended Credit Agreement) and as a Seller (as defined the Amended Credit Agreement), OppWin, LLC (“OppWin”), as a Seller and as a Guarantor, OppFi Management Holdings, LLC (“OppFi Management”), as a Guarantor, Opportunity Financial Card Company (“OppFi Card”), as a Guarantor, Ares Agent Services, L.P., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agents”), and the Lenders parties thereto from time to time (the “Lenders” and each, individually, a “Lender”) and (ii) that certain Fee Letter, dated as of April 15, 2019 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Fee Letter” and, as amended by this Amendment, the “Amended Fee Letter”), between the Administrative Agent and the Borrower.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, the Company, the Originator, the Servicer, each Guarantor and each Seller (collectively, the “Credit Parties” and each, individually, a “Credit Party”), the Administrative Agent and the Lenders entered into the Existing Credit Agreement whereby the Lenders agreed to extend a revolving credit facility (the “Facility”) to the Borrower and the Borrower agreed to secure its Obligations under the Existing Credit Agreement by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on all of its assets;

WHEREAS, in connection with the Facility, the Administrative Agent and the Borrower entered into the Existing Fee Letter;

WHEREAS, the parties hereto desire to amend the Existing Credit Agreement and the Existing Fee Letter on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

AGREEMENT

(a) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definition of “Lock-Out Period” in its entirety and replacing it with the following:

“Lock-Out Period” means the first sixteen (16) months of the Revolving Commitment Period.

(b) Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the definition of “Revolving Commitment Termination Date” in its entirety and replacing it with the following:

“Revolving Commitment Termination Date” means the earlier to occur of (a) the date that is forty (40) months after the Closing Date and (b) the Termination Date.

(a) Section 1 of the Existing Fee Letter is hereby amended by deleting the definition of “Prepayment Premium” in its entirety and replacing it with the following:

“Prepayment Premium” means (a) with respect to any date of determination occurring after the end of the Lock-Out Period but prior to the date that is twenty-two (22) months after the Closing Date, a non-refundable payment in an amount equal to the product of (x) the Maximum Committed Amount immediately prior to the related prepayment multiplied by (y) [***]%; (b) with respect to any date of determination occurring on or after the date that is twenty-two (22) months after the Closing Date but prior to the date that is twenty-eight (28) months after the Closing Date, a non-refundable payment in an amount equal to the product of (x) the Maximum Committed Amount immediately prior to the related prepayment multiplied by (y) [***]%; and (c) with respect to any date of determination occurring on or after the date that is twenty-eight (28) months after the Closing Date but prior to the date that is thirty-four (34) months after the Closing Date, a non-refundable payment in an amount equal to the product of (x) the Maximum Committed Amount immediately prior to the related prepayment multiplied by (y) [***]%. For the avoidance of doubt, the Prepayment Premium shall not be due with respect to any prepayment of the Loans that occurs during the Lock-Out Period in accordance with Section 2.7 of the Credit Agreement.

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(b) The Existing Fee Letter is hereby amended by deleting Section 5 in its entirety and replacing it with the following:

5. Undrawn Make-whole Payment. On each Settlement Date relating to a Collection Period (or portion thereof) occurring during the Revolving Commitment Period, if the outstanding principal amount of the Loans is less than the applicable Minimum Utilization Threshold for any one or more days during the related Collection Period, the Borrower shall pay to the Lenders the Undrawn Make-Whole Payment; provided, however that compliance with the foregoing requirement shall not be tested during the period commencing on May 15, 2020 to and including March 31, 2021.

(a)     The amendments set forth in Article 2, above, are effective for the purposes set forth herein and shall be limited precisely as written. This Amendment does not, and shall not be construed to, constitute a waiver of any past, present or future violation of the Amended Credit Agreement, the Amended Fee Letter, the other Credit Documents or any other related document, and shall not, directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect any Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Amended Credit Agreement, the Amended Fee Letter, any other Credit Document or any other related document (all of which rights are hereby expressly reserved by the Agents and Lenders), (ii) except as specifically set forth herein, amend or alter any provision of the Existing Credit Agreement, the Existing Fee Letter, any other Credit Document or any other related document, (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any of its Affiliates or any right, privilege or remedy of any Agent or any Lender under the Existing Credit Agreement, the Existing Fee Letter any other Credit Document or any other related document or (iv) constitute any consent (deemed or express) by any Agent or any Lender to any prior, existing or future violations of the Amended Credit Agreement, the Amended Fee Letter, any other Credit Document or any other related document. There are no oral agreements among the parties hereto, and no prior or future discussions or representations regarding the subject matter hereof shall constitute a waiver of any past, present or future violation of the Amended Credit Agreement, the Amended Fee Letter, any other Credit Document or any other related document.

(b)     This Amendment shall be construed in connection with and as part of the Amended Credit Agreement and the Amended Fee Letter, as applicable, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Amended Credit Agreement, the Amended Fee Letter, and each other Credit Document are hereby ratified and confirmed and shall remain in full force and effect, except that on and after the date hereof all references in the other Credit Documents to the “Credit Agreement,” the “Fee Letter,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement or the Existing Fee Letter, as applicable, shall mean and refer to the Amended Credit Agreement and the Amended Fee Letter, respectively.

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(a)     Each Credit Party affirms that the execution, delivery and performance of this Amendment and the performance by it of the Amended Credit Agreement and, with respect to the Borrower, the Amended Fee Letter have been duly authorized by all necessary action, and it has all requisite power and authority to execute, deliver and perform this Amendment and to perform the Amended Credit Agreement and, with respect to the Borrower, the Amended Fee Letter.

(b)     Each Credit Party represents and warrants that this Amendment, the Amended Credit Agreement and, with respect to the Borrower, the Amended Fee Letter, constitute its legally valid and binding obligations, enforceable against it in accordance with the respective terms hereof and thereof, except as enforcement may be limited by equitable principles (regardless of whether enforcement is sought in equity or at law) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(c)     Each Credit Party (with respect to itself) represents and warrants that the representations and warranties contained in Article 4 of the Existing Credit Agreement are true and correct in all material respects after giving effect to this Amendment on and as of the date hereof as though made on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date), and no Default or Event of Default exists (after giving effect to this Amendment) or would result from this Amendment becoming effective in accordance with its terms.

(a)     The Administrative Agent shall have received this Amendment duly executed by the Credit Parties.

(b)     After giving effect to the terms of this Amendment, (i) the representations and warranties contained herein and in the Amended Credit Agreement, the Amended Fee Letter and the other Credit Documents shall be true and correct in all material respects (except for such representations and warranties already qualified by materiality which shall be true and correct in all respects) on and as of the Effective Date (except to the extent they expressly relate to an earlier time); and (ii) no Default or Event of Default shall have occurred and be continuing.

(c)     Borrower shall have paid to the Agents and the Lenders, as applicable, all outstanding Permitted Expenses.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first above-written.

[Signature Page to Amendment No. 8 to Credit Agreement and Amendment No. 2 to Fee Letter (OppFunding VI)]

[Signature Page to Amendment No. 8 to Credit Agreement and Amendment No. 2 to Fee Letter (OppFunding VI)]

[Signature Page to Amendment No. 8 to Credit Agreement and Amendment No. 2 to Fee Letter (OppFunding VI)]

[Signature Page to Amendment No. 8 to Credit Agreement and Amendment No. 2 to Fee Letter (OppFunding VI)]

[Signature Page to Amendment No. 8 to Credit Agreement and Amendment No. 2 to Fee Letter (OppFunding VI)]