ENCORE CAPITAL GROUP, INC. 3111 Camino Del Rio North, Suite 103 San Diego, California 92108

Re: Consent and Waiver Letter Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Securities Purchase Agreement (the “SPA”) dated as of February 19, 2016 by and among TL Funding Partners LP, TL Funding Partners LP‑Series OP, TL Funding Partners LP-Series TL, TL Funding Partners LP-Series REO (each a “Purchaser” and collectively, “Purchasers”), Encore Capital Group, Inc. (“Seller”) and, solely for purposes of Section 2.1 of the SPA, Propel Acquisition LLC (the “Merged Entity”) and Propel Financial Services, LLC (“PFS”). Purchaser (including TL Funding Partners 1 LLC and TL Funding Partners 2 LLC), Seller, the Merged Entity and PFS are each referred to herein as a “Party” and, collectively, are referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SPA. In consideration of the Parties’ agreement to proceed with the transactions contemplated by the SPA, by execution of this Consent and Waiver Letter Agreement (this “Letter Agreement”), each of the Parties does hereby agree as follows:

1.    Seller Notifications, Representations and Covenants.

(a)    The Seller has notified the Purchasers that (i) the Merged Entity is not classified as a disregarded entity within the meaning of Treasury Regulation Section ###-###-####-2(a) and (ii) consequently, Seller is not in compliance with certain provisions of the SPA (the “Breach”).

(b)    The Seller hereby represents that (i) the Merged Entity and certain of its subsidiaries are guarantors with respect to (a) that certain Second Amended and Restated Credit Agreement dated as of February 25, 2014 by and among Seller, Suntrust Bank (as administrative agent) and the Lenders party thereto (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Encore Credit Agreement”) and (b) that certain Second Amended and Restated Senior Secured Note Purchase Agreement, dated as of May 9, 2013, between the Encore Capital Group, Inc., on the one hand, and the Purchasers named therein, on the other hand (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Encore Note Purchase Agreement” and together with the Encore Credit Agreement, the “Encore Obligations”) and (ii) that, in addition, the limited liability company interests of the Merged Entity and certain of its subsidiaries have been pledged as part of the collateral with respect to the Encore Obligations (such guarantees and pledges in respect of the Encore Obligations, collectively, the

“Subsidiary Guarantees and Pledges”). Seller hereby agrees that the Subsidiary Guarantees and Pledges shall be fully released at the Closing by amendments to the Encore Obligations executed prior to the Closing and that, at the Closing, UCC-3 termination statements shall be filed with respect to each such pledge.

2.    Reimbursement of Severance. The Parties agree that at the Closing, (i) the Purchasers shall deliver to Seller, separate, apart from and in addition to the Purchase Price, an amount equal to $79,700.00 in order to reimburse Seller for certain severance costs incurred by Seller and (ii) the Seller shall deliver to the Purchasers an amount equal to $15,000.00, as reimbursement for certain costs and expenses, including legal and accounting fees, incurred by the Purchasers in connection with the negotiation and execution of this Letter Agreement. The payment required to be made by Seller pursuant to the preceding sentence shall be netted against the payment required to be made by the Purchasers pursuant to the preceding sentence, such that, at the Closing, the Purchasers shall deliver to Seller an amount equal to $64,700.00 and, upon receipt by Seller of such amount, the payment obligations of both the Purchasers and Seller in the preceding sentence shall be deemed satisfied.

3.    Consent to Merger; Specific Amendments to the SPA.

(a)    The Seller covenants that, prior to the Closing, (i) the Merged Entity shall be merged with and into Propel Acquisition II, LLC, a Delaware limited liability company (the “Surviving Company”), pursuant to the Certificate of Merger attached hereto as Exhibit A, with the Surviving Company being the surviving limited liability company (the “Merger”), (ii) the Surviving Company shall be classified as a disregarded entity within the meaning of Treasury Regulation Section ###-###-####-2(a) and (iii) the Surviving Company shall be renamed “Propel Acquisition LLC”. The Parties agree that the Surviving Company shall be included as an “Acquired Company” within the meaning of that term in the SPA. The Purchasers hereby expressly consent to the Merger in accordance with Section 6.1 of the SPA.

(b)    The Parties further agree that, immediately as of the effective time of the Merger and without any further action the SPA (including the Schedules and Exhibits thereto, as applicable) and the Disclosure Schedule thereto shall be amended as set forth in Exhibit B attached hereto.

4.    Waiver of Rights under the SPA.

(a)    Subject to the performance prior to the Closing of the covenants made by the Seller in Sections 1(b) and 3 of this Letter Agreement, each Purchaser hereby waives any and all rights that it may have (i) against the Seller or any Affiliate of the Seller under the SPA that arise in connection with or result from the Breach or the Merger, (ii) any rights such Purchaser may have as a result of a failure of a condition set forth in Section 7.1(a) of the SPA to the extent such failure occurs as a result of the Breach or the Merger or (iii) to terminate the SPA pursuant to Article 9 of the SPA in connection with the Breach or the Merger; provided, however, that nothing in this Letter Agreement shall limit or otherwise diminish Seller’s indemnification obligations or the ability of the Purchasers to rely on and seek indemnification pursuant to Article 10 and 11 of the SPA. Seller shall indemnify Purchasers against all Losses to the extent arising from the Breach or the Merger, such indemnification obligation shall survive for the maximum period permitted by applicable law, and the limitations set forth in the SPA with respect to certain indemnification obligations, including, without limitation, those set forth in Section 10.5 of the SPA, shall not apply.

(b)    Subject to the performance at or prior to the Closing of the covenants made by the Seller in Section 1(b) and 3 of this Letter Agreement, each Purchaser hereby waives (i) any rights such Purchaser may have as a result of a failure of a condition set forth in Section 7.1(a) of the SPA to the extent such failure occurs as a result of the existence of the Subsidiary Guarantees and Pledges prior to the Closing; and (ii) any right such Purchaser may have to terminate the SPA pursuant to Article 9 of the SPA in connection with a material breach of, or material inaccuracy in, any representation or warranty of Seller arising out of the existence of the Subsidiary Guarantees and Pledges. For the avoidance of doubt, nothing herein shall limit or otherwise diminish (i) Seller’s indemnification obligations under Article 10 of the SPA and Purchasers’ right to seek indemnification for Losses resulting from or arising out of the Subsidiary Guarantees and Pledges or (ii) Seller’s obligation pursuant to Section 2.1 of the SPA to sell, transfer and deliver the Purchased Securities to Purchaser free and clear of all Security Interests other than restrictions on transfer arising under applicable federal and securities Laws. Seller shall indemnify the Purchasers against all Losses to the extent arising out of the existence of the Subsidiary Guarantees and Pledges, such indemnification obligation shall survive for the maximum period permitted by applicable law, and the limitations set forth in the SPA with respect to certain indemnification obligations, including, without limitation, those set forth in Section 10.5 of the SPA, shall not apply.

(c)    Each Purchaser hereby waives any and all rights that it may have under the SPA against the Seller or any Affiliate of the Seller (including any right to be indemnified pursuant to Article 10 of the SPA) that arise in connection with or result from the amendment to Schedule I to the SPA enacted by this Letter Agreement, including any claims arising from any inaccuracy or breach of representation or warranty in the SPA that arises from such amendment.

5.    Representations and Warranties. Each Party, severally and on its own behalf, represents and warrants as follows:

(a)    it has full power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder;

(b)    this Letter Agreement has been duly authorized, executed and delivered by it;

(c)    such execution, delivery and performance do not violate or conflict with any applicable law, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d)    all governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(e)    its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

6.    Letter Binding and Controlling. This Letter Agreement is binding on and enforceable against each Party. Notwithstanding any contrary provisions in the SPA, in the event of a conflict between the provisions of this Letter Agreement and the SPA, the provisions of this Letter Agreement shall control.

7.    No Third-Party Beneficiaries. This Letter Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

8.    Succession and Assignment. This Letter Agreement and all of the provisions hereof shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Neither this Letter Agreement nor any of the rights, interests or obligations of any Party may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Party without the prior written consent of each other Party, and any such assignment without such prior written consent shall be null and void.

9.    Headings. The section headings contained in this Letter Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Letter Agreement.

10.    Governing Law. This Letter Agreement shall be governed by and construed in accordance with the domestic Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

11.    WAIVER OF JURY TRIAL.

12.    Amendments and Waivers. No amendment or waiver of any provision of this Letter Agreement shall be valid unless the same shall be in writing and signed by each Party. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty

or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

13.    Severability. Any term or provision of this Letter Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Letter Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

14.    Construction. The Parties have jointly participated in the negotiation and drafting of this Letter Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Letter Agreement shall be construed as if drafted jointly by the Parties and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any of the provisions of this Letter Agreement.

15.    Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Letter Agreement may be executed by facsimile, photo or electronic signature and such facsimile, photo or electronic signature shall constitute an original for all purposes.

Please indicate your agreement with the foregoing by signing and returning the enclosed copy of this Letter Agreement.

“THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2016, by and between Encore Capital Group, Inc., a Delaware corporation (“Seller”), and the entities (other than Propel Financial Services, LLC (“PFS”)) listed as Assignees in Schedule I attached hereto (collectively (excluding PFS), “Purchaser”), and, solely for the purposes of Section 2.1, PFS, Propel Acquisition LLC (“Propel”), Propel Funding LLC (“Propel Funding”) and Propel Funding National 1, LLC (“PFN 1” and, together with Propel, Propel Funding and PFN 1, the “Transferring Subsidiaries”). Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.””

“Prior to Closing, Propel Acquisition LLC (the “Merged Entity”) shall be merged with and into Propel Acquisition II, LLC, a Delaware limited liability company (the “Surviving Company”), with the Surviving Company being the surviving limited liability company (the “Merger”). The Surviving Company shall be classified as a disregarded entity within the meaning of Treasury Regulation Section ###-###-####-2(a) and the Surviving Company shall be renamed “Propel Acquisition LLC” and shall be included as an “Acquired Company” within the meaning of that term in this Agreement. The Surviving Company did not exist as of the signing of this Agreement, shall be formed in Delaware in anticipation of the Merger and, other than its formation, shall have no operations of any kind prior to the Merger. Representations and warranties about Acquired Companies in Article 3 and 4 shall be deemed to have been made about the Surviving Company as of the Merger rather than as of the date of this Agreement.”

“(d) Prior to the Merger (as defined in Schedule 3.1), the Merged Entity (as defined in Schedule 3.1) was a limited liability company taxable as a corporation and not a disregarded entity for federal and state income tax purposes.

(f) Following the Merger, the Surviving Company (as defined in Schedule 3.1) will become responsible for all of the liabilities of the Merged Entity pursuant to the provisions of the Delaware Limited Liability Company Act. Such liabilities may include the consolidated federal and state income tax liabilities of the consolidated group of which the Seller is the parent for all periods during which the

Merged Entity was a member of such group in accordance with the provisions of Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law).”

“(ii) Seller shall, and shall direct the Transferring Subsidiaries to, deliver various Assignments of Limited Liability Company Interests, in the forms attached hereto as Exhibit B (or, where required, change the entity names on such form as required to enact the transfers as specified on Schedule I), with respect to the Purchased Securities held by Seller or Transferring Subsidiary (whether or not certificated), duly executed by Seller or the respective Transferring Subsidiary, in each case, so as to enact the transfers as specified on Schedule I;”

“(b) Seller shall pay and indemnify and hold Purchaser and each Acquired Company (including, for the avoidance of doubt, the Surviving Company (as defined in Schedule 3.1)) harmless from and against all Taxes of (i) any Acquired Company with respect to each and every Pre-Closing Tax Period, including all Taxes allocable to the portion of any Straddle Period ending at the Effective Time and (ii) any member of an affiliated, consolidated, combined, or unitary group of which any Acquired Company (or any predecessor, including the Merged Entity (as defined in Schedule 3.1)) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation.”