DIRECTOR APPOINTMENT AGREEMENT

EXHIBIT 10.1

DIRECTOR APPOINTMENT AGREEMENT

This Director Appointment Agreement, dated as of March 30, 2016 (this “Agreement”), is by and among Enova International, Inc. (the “Company”) and the entities and natural Persons set forth on Schedule A hereto (together with their Affiliates and Associates, “SAF”).

WHEREAS, SAF is a long-term stockholder of the Company and the Company and SAF have engaged in various discussions and communications concerning the Company’s long-term business plans; and

WHEREAS, the Company and SAF have determined to come to an agreement with respect to the appointment of Mark P. McGowan (the “New Director”) to the Board of Directors of the Company (the “Board”) and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Board Representation.

(a)As promptly as reasonably practicable (and in no event later than ten (10) business days) following the execution and delivery of this Agreement, the Company will increase the size of the Board by one director and appoint the New Director as a director of the Company.  The appointment of the New Director will be subject to the completion by the New Director of customary director onboarding documentation (including completion of a background check).  Prior to the appointment of the New Director to the Board (such date being the “Appointment Date”), the New Director shall deliver to the Company an irrevocable resignation letter pursuant to which the New Director’s resignation shall become effective upon the circumstances set forth therein (the “Resignation Letter”).

(b)The Company’s slate of nominees for election as directors of the Company at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) will include the New Director.  The Company will recommend that the Company’s stockholders vote in favor of the election of the New Director at the 2016 Annual Meeting and will in good faith support and exercise efforts in favor of the New Director for election in substantially the same manner as for the Company’s other nominees.

(c)At all times while serving as a member of the Board (and as a condition to such service), the New Director shall comply with all policies, codes and guidelines applicable to Board members.  

2.Standstill Provisions.  During the period commencing with the execution and delivery of this Agreement and ending on the later of (x) the completion of the Company’s 2017 annual meeting of stockholders and (y) the date that is nine months after the Appointment Date (the “Standstill Period”), SAF shall not, directly or indirectly, in any manner (whether alone or in concert with others), take any of the following actions (unless specifically requested to do so in writing in advance by the Board):

(a)engage in any short sale of any Voting Securities (or any transaction which is similar or has a similar effect); 

(b)solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in or assist, advise, knowingly encourage or knowingly influence any Third Party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter);

(c)consent to being named as a nominee for election as a director of the Company in a proxy statement filed by any Person other than the Company or to serving as a director if elected pursuant to a nomination by any Person other than the Company;

(d)effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or any of their respective securities;

(e)(i) call or seek the Company or any other Person to call any meeting of stockholders, including by written consent, (ii) seek representation on, or nominate any candidate to, the Board (except as expressly provided by this Agreement), (iii) seek or obtain representation on the board of directors of any competitor of the Company, (iv) seek the removal of any member of the Board or (v) make any proposal (including pursuant to Rule 14a‑8 under the Exchange Act or otherwise) at any annual or special meeting of the Company’s stockholders;

(f)make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, governing documents, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement;

(g)form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (for the avoidance of doubt, excluding any group composed solely of SAF and its Affiliates);

(h)make any request for stockholder list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law;

(i)institute, solicit or join, as a party, any litigation, arbitration or other proceeding (including any derivative action) against the Company or any of its future, current or former directors or officers or employees (provided, that nothing herein shall prevent SAF from bringing litigation to enforce the provisions of this Agreement);

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(j)enter into any discussions, negotiations, agreements, or understandings with any Third Party with respect to any of the foregoing, or assist, advise, knowingly encourage or knowingly influence any Third Party to take any action or make any public statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or 

(k)contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2.

3.Voting Commitment.  SAF agrees that it will (a) continue to have the right to vote all of the Voting Securities Beneficially Owned by SAF as of the date hereof through the 2016 Annual Meeting and (b) cause all Voting Securities Beneficially Owned by SAF as of the record date for the 2016 Annual Meeting to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company and (iii) in accordance with the Board’s recommendation with respect to any other proposal.

4.Non-Disparagement. During the Standstill Period, SAF and the Company agree not to (and will cause any Persons acting on their behalf not to) make, or cause to be made (whether directly or indirectly), any statement to any Third Party (including any investor or analyst or other Person who, to the knowledge of the disclosing party, has a material commercial or regulatory relationship with the Company) or any announcement (including in any document filed with or furnished to the SEC or through the media) which constitutes an ad hominem attack on, or otherwise disparages, the other party, its business, operations or financial performance,  any actions taken or not taken by it prior to the execution and delivery of this Agreement or during the Standstill Period, or any of its past, present or future directors, officers, employees, advisors or other representatives.  Without limiting the foregoing, during the Standstill Period, the New Director shall not publicly comment on any resignation, refusal to stand for re-election or removal or any decision of the Board or any committee thereof regarding the nomination of the New Director for election at any meeting of the Company’s stockholders occurring after the 2016 Annual Meeting.  Should the Company be required to make any disclosure under Item 5.02(a) of Form 8-K in connection with the Resignation Letter, the New Director hereby irrevocably elects not to exercise any opportunity to furnish the Company with a letter of the type contemplated by Item 5.02(a)(3)(ii) of Form 8-K.

5.Public Announcements.  The Company shall announce this Agreement by means of a press release in the form attached hereto as Exhibit A (the “Press Release”).  Neither the Company nor SAF shall make or cause to be made any public announcement or statement with respect to the subject of this Agreement that is contrary to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other party.  SAF acknowledges and agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC.  The Company acknowledges and agrees that SAF may file this Agreement and the Press Release with the SEC as exhibits to a Schedule 13D and other filings with the SEC, in each case to the extent required by applicable law.

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6.Confidentiality.  The New Director shall be required to keep confidential all non-public information provided to or obtained by the New Director by reason of his position as a director of the Company in accordance with fiduciary duties, applicable law and all applicable board policies, codes and guidelines. 

7.Securities Laws.  SAF acknowledges that it is aware, and will advise each of its representatives who are informed as to the matters that are the subject of this Agreement, that United States securities laws prohibit any Person who has received material, non-public information from purchasing or selling securities on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may trade securities on the basis of such information.  SAF agrees that neither it nor its investment professionals will use or communicate any material non-public information regarding the Company in violation of such laws.  SAF shall abide by the same restrictions on trading in the Company’s securities (including with respect to trading windows and pre-clearance of transactions) that are applicable to the New Director.  SAF maintains effective policies and procedures (including information walls) designed to prevent unauthorized disclosure and use of material, non-public information.

8.Representations and Warranties of All Parties.  Each of the parties represents and warrants to the other party that:  (a) such party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles), and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such Person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

9.Certain Defined Terms.  For purposes of this Agreement:

(a)The terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act.

(b)“Beneficial Ownership” means ownership of Voting Securities in a manner which provides such owner with the right to vote or cause to be voted such Voting Securities.

(c)“Common Stock” means common stock of the Company, par value $0.00001 per share.

(d)“Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(e) “Third Party” shall mean any Person other than the Company, SAF and their respective Affiliates and representatives.

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(f) “Voting Securities” shall mean the Common Stock and any other securities of the Company entitled to vote in the election of directors.   

10.Governing Law; Jurisdiction.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof.  Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware).  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

11.No Waiver.  Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12.Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

13.Notices.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below during normal business hours and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

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if to the Company:

Enova International, Inc.
175 W Jackson Blvd.
Chicago, IL 60604
Attention:Lisa Young
Email: ***@***

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention:Daniel E. Wolf
Michael P. Brueck
Email: ***@***
***@***

if to SAF:

SAF Capital Management LLC
321 N. Clark Street
5th Floor
Chicago, IL 60654
Attention:  Mark McGowan
Email: ***@***

with a copy (which shall not constitute notice) to:

Thompson Hine
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
Attention:Derek Bork
Email: ***@***

14.Severability.  If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

15.Counterparts.  This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement.

16.Successors and Assigns.  This Agreement shall not be assignable by any of the parties to this Agreement.  This Agreement, however, shall be binding on successors of the parties hereto.

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17.No Third Party Beneficiaries.  This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other Persons. 

18.Amendments.  This Agreement may only be amended pursuant to a written agreement executed by SAF and the Company.

19.Interpretation and Construction.  Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel.  Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation.  Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.  The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  The term “including” shall be deemed to mean “including without limitation” in all instances.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

ENOVA INTERNATIONAL, INC.

SAF CAPITAL MANAGEMENT LLC

SAF CAPITAL FUND LLC

By: SAF CAPITAL MANAGEMENT LLC,

its Managing Member

MARK P. MCGOWAN

/s/ Mark P. McGowan

[Signature Page to Director Appointment Agreement]

SCHEDULE A

SAF Capital Management LLC
SAF Capital Fund LLC
Mark P. McGowan

EXHIBIT A

Press Release