Amendment No. 2 to Revolving Credit Agreement, dated December 20, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P

[***] 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 10.16

Execution Version

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2019 (the “Effective Date”) to 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”) and as a Seller (in such capacity, a “Seller”), OppWin, LLC (“OppWin”), as a Seller (in such capacity, a “Seller”; the Borrower, the Company, the Servicer, the Originator and each Seller, collectively, the “Credit Parties”), 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”).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, the Servicer, the Originator, the Sellers, the Agents 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; and

WHEREAS, the parties hereto desire to amend the Existing Credit Agreement 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 1.01 of the Existing Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

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“FEB Originator” means First Electronic Bank, a Utah state-chartered bank.

(b)    Section 1.01 of the Existing Credit Agreement is hereby amended by amending and restating the definition of “Credit Policies” in its entirety as follows:

“Credit Policies” means the credit policies and practices, credit models and underwriting guidelines (including, without limitation, the Originator’s methodology with respect to assigning Opportunity Financial Scores, maximum allowable payment-to-income ratios, with respect to Company Receivables originated prior to December 1, 2019, minimum allowable [***] or, with respect to Company Receivables originated on or after December 1, 2019, minimum allowable [***], minimum allowable [***], minimum allowable Opportunity Financial Scores, renewal policies and procedures and exception policies) (i) of the Originator in effect as of the date hereof and attached hereto as Appendix I-I (with respect to Company Receivables originated by the Company or its Affiliates), (ii) in effect as of the date hereof and attached hereto as Appendix I-II (with respect to Company Receivables originated by the FinWise Originator), (iii) to be attached hereto as Appendix I-III (with respect to Company Receivables originated by the FEB Originator) and (iv) as approved in writing by the Administrative Agent (with respect to Company Receivables originated by any Additional Bank Partner Originator), in each case, as such guidelines may be amended from time to time in accordance herewith.

(c)    Section 2.11 of the Existing Credit Agreement is hereby amended by inserting the following as new clause (g):

(g)    The Borrower hereby agrees to pay the entire outstanding principal balance of each Loan, together with all accrued interest thereon and all other accrued but unpaid Obligations, on or before the Final Maturity Date and all such Obligations are due and payable on the Final Maturity Date regardless of whether there are Collections available therefor.

(d)    Appendix C of the Existing Credit Agreement is hereby amended by inserting the following as new paragraph 44:

44.    With respect to any Receivable originated by the FEB Originator, the Administrative Agent has received and approved a copy of the Credit Polices with respect to Company Receivables originated by the FEB Originator.

(e)    Appendix D of the Existing Credit Agreement is hereby amended by amending and restating paragraph 1, paragraph 8 and paragraph 9 in their entirety as follows:

1.    (i) With respect to each Eligible Receivable for which the related Obligor has a [***], the aggregate Remaining Funded Amount of each such Eligible Receivable that causes the weighted average [***] (as determined on the date of underwriting) of the related Obligors for all Eligible Receivables to be less than [***] and (ii) with respect to each Eligible Receivable for which the related Obligor has a [***], the

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aggregate Remaining Funded Amount of each such Eligible Receivable that causes the weighted average [***] (as determined on the date of underwriting) of the related Obligors for all Eligible Receivables to be less than [***].

8.     The amount by which the aggregate Remaining Funded Amount of all Eligible Receivables for which the related Obligor has a [***] (as determined on the date of underwriting) less than [***] or for which the related Obligor has a [***] (as determined on the date of underwriting) less than [***] exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables.

9.     The amount by which the aggregate Remaining Funded Amount of all Eligible Receivables for which the related Obligor does not have a [***] and does not have a [***] (in each case, as determined on the date of underwriting) exceeds [***]% of the aggregate Remaining Funded Amount of all Eligible Receivables.

(f)     Appendix I-I of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Appendix I-I hereof.

(g)     Appendix I-II of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Appendix I-II hereof.

(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 Credit Agreement, 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 Credit Agreement, 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 Credit Agreement, 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 Credit Agreement, 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 Credit Agreement, 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 Credit Agreement, any other Credit Document or any other related document.

(b)     This Amendment shall be construed in connection with and as part of the Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements

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set forth in the Credit Agreement, as amended by this Amendment, 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,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Credit Agreement shall mean and refer to the Amended Credit Agreement.

(a)     Each Credit Party affirms that the execution, delivery and performance of this Amendment and the performance by it of the Amended Credit Agreement 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.

(b)     Each Credit Party represents and warrants that this Amendment and the Amended Credit Agreement 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, the representations and warranties contained herein and in the Credit Agreement 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 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.

[Amendment No. 2 to Revolving Credit Agreement – SPE VI]

[Signature Page to Amendment No. 2 (OppFunding VI]

[Signature Page to Amendment No. 2 (OppFunding VI]