Section 1.01 Entering into a Material Definitive Agreement

On April 15, 2022, Financial Opportunity, LLC (“OppFi-LLC“), a Delaware limited liability company and subsidiary of Opfi, Inc.a Delaware corporation (the “Company”), has entered into total return swaps (the “TRS”) with affiliates of Midtown Madison Management (collectively, “Midtown”) pursuant to which OppFi-LLC
agreed to provide credit protection linked to a reference pool of trade receivables funded by Midtown through a $75 million revolving credit agreement (the “Credit Agreement”) with Midtown as lender and Gray Rock SPV V, LLC as a borrower (“Borrower”). According to the TRS, Op-Fi LLC will receive payments received from Midtown’s referral lenders under the Credit Agreement. OppFi-LLC
has also entered into a service agreement to service trade receivables financed through the credit agreement (the “Service Agreement”).

The TRS is designed to allow OppFi-LLC to obtain the economic advantage of holding interests in the consumer receivables financed by loans granted under the Credit Agreement (the “Loans”), without actually being the owner of these receivables, in exchange for
OppFi-LLC pay interest and losses on the principal of the loans to Midtown.
OppFi-LLC runs the risk that certain defaults by the Borrower under the Credit Agreement may result in the acceleration of loans, the termination of Midtown’s commitments to make additional loans and the obligation to OppFi-LLC pay default interest under the TRS.

The TRS will terminate on the earlier of (i) the full repayment of the Loans after the April 2024 date of termination of the revolving commitment under the Credit Agreement, (ii) assignment of the Loans to OppFi-LLC and (iii) the April 2025
final maturity date indicated in the credit agreement. On or before such Final Maturity Date, Midtown is obligated to cause the Reference Lenders to assign their rights, title and interest under the Credit Agreement to OppFi-LLC.

The TRS contains the usual default events and termination events for a TRS, including default in payment under the TRS when due, cross default, misrepresentation, breach of agreement, bankruptcy, l illegality and force majeure. Besides, OppFi-LLC is subject to an additional event of termination if
OppFi-LLC by default as a repairer under the service agreement. If an event of default occurs with respect to OppFi-LLCor if certain termination events occur, Midtown shall have the right to early terminate the TRS and OppFi-LLC will be required to make certain compensatory payments or receive certain deficit payments from Midtown.

The foregoing description of the TRS is not complete and is qualified by reference to the full text of the TRS Form, which is attached hereto as Schedule 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

To the extent practicable, the information in Section 1.01 of this report is incorporated by reference into this Section 2.03.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits

                                 Exhibit Index

Exhibit
  No.       Description

10.1          Form of Total Return Swap Confirmation, dated April 15, 2022.

104         Cover Page Interactive Data File (the cover page tags are embedded
            within the Inline XBRL document).

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