—] Shares LENDINGCLUB CORPORATION [—] COMMON STOCK $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2014 • LendingClub Corp • Finance services • New York
INDEMNITY AGREEMENTIndemnity Agreement • December 1st, 2014 • LendingClub Corp • Finance services • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between LendingClub Corporation, a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT dated as of February 24, 2020, among LENDINGCLUB WAREHOUSE II LLC as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WILMINGTON TRUST, NATIONAL...Warehouse Credit Agreement • February 26th, 2020 • LendingClub Corp • Services-business services, nec • New York
of February 24, 2020 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE II LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
CREDIT AND GUARANTY AGREEMENT dated as of April 16, 2014 among LENDINGCLUB CORPORATION, as Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN...Credit and Guaranty Agreement • April 29th, 2014 • LendingClub Corp • Finance services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of April 16, 2014, among LENDINGCLUB CORPORATION, as the Borrower, the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A. and SILICON VALLEY BANK, as syndication agents (collectively, and in such capacity, the “Syndication Agents”), CITICORP NORTH AMERICA INC. and CREDIT SUISSE AG, as documentation agents (collectively, and in such capacity, the “Documentation Agents”)
Borrower Membership AgreementBorrower Membership Agreement • August 5th, 2015 • LendingClub Corp • Finance services • Delaware
The following terms constitute a binding agreement (the "Agreement") between you (you and your to mean each and every borrower who executes this Agreement) and LendingClub Corporation, a Delaware corporation ("LendingClub," "we," or "us"). BY ELECTRONICALLY SIGNING THE AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. Under this Agreement, you agree to apply for one or more installment loans from WebBank, a Utah-chartered industrial bank ("WBK"), through the web site lending platform at www.Lendingclub.com, including any subdomains thereof (the "Site"), operated by us. These terms affect your rights and you should read them carefully and print a copy for your records. Your agreement to these terms means you agree to borrow and repay the money if any of your loans are funded, consent to our privacy policy, agree to transact with us electronically, and agree to have any dispute with us resolved by binding arbitration.
SECURITY AGREEMENTSecurity Agreement • June 19th, 2019 • LendingClub Corp • Services-business services, nec • New York
This SECURITY AGREEMENT dated as of June 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Security Agreement”), is by and among RINCON POINT LLC, a Delaware limited liability company (the “Borrower”), JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as collateral trustee (together with its successors and assigns in such capacity, the “Collateral Trustee”).
MASTER LOAN SERVICING AGREEMENTMaster Loan Servicing Agreement • February 19th, 2020 • LendingClub Corp • Services-business services, nec • Delaware
This MASTER LOAN SERVICING AGREEMENT, dated as of [______], 20[__] (the “Effective Date”), by and between LendingClub Corporation, a Delaware corporation (“LendingClub”), as servicer (in such capacity, or any successor in interest or permitted assigns in such capacity, the “Servicer”) and [__________], a [______________], as a purchaser (in such capacity, the “Purchaser”).
LENDINGCLUB CORPORATION WARRANT TO PURCHASE SERIES A PREFERRED STOCKLendingClub Corp • December 1st, 2014 • Finance services • Delaware
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase from LENDINGCLUB CORPORATION, a Delaware corporation, with its principal office at 440 North Wolfe Road, Sunnyvale, CA 94085 (the “Company”) Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated , 20 by and among the Company and the Purchasers set forth on the Schedule of Purchasers thereto (the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2012 • LendingClub Corp • Finance services • Nevada
This INDEMNIFICATION AGREEMENT (the “Agreement”) is dated as of _____________, 20__ between LendingClub Corporation, a Delaware corporation (the “Corporation”), and _____________ (“Indemnitee”).
MASTER LOAN PURCHASE AGREEMENT Dated as of ___________, 20______ by and between LENDINGCLUB CORPORATION, as Seller and [______________], as PurchaserMaster Loan Purchase Agreement • February 19th, 2020 • LendingClub Corp • Services-business services, nec • Delaware
THIS MASTER LOAN PURCHASE AGREEMENT, dated as of _________ __, 20______ (the “Effective Date”), by and between LendingClub Corporation, a Delaware corporation, as seller (“Seller”), and _______________, a [_____________], as purchaser (“Purchaser”).
BACKUP AND SUCCESSOR SERVICING AGREEMENTBackup and Successor Servicing Agreement • October 20th, 2014 • LendingClub Corp • Finance services • Oregon
Whereas, Client provides financial products and services for certain accounts, including the servicing of borrower member loan accounts and the remittance of payments due on other obligations associated with such borrower member loan accounts to Client lender member payment accounts (Client’s borrower member loan accounts and lender member payment accounts, collectively, the “Client Portfolio”);
Loan AgreementLoan Agreement • May 6th, 2010 • LendingClub Corp • Finance services • Iowa
The following terms, together with your loan request on the Site, as defined herein, constitute a binding agreement (the “Agreement”) between you and WebBank, a Utah-chartered industrial bank (“WBK,” “we,” or “us”). BY ELECTRONICALLY SIGNING THE AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. Under this Agreement, you agree to receive and repay one or more installment loans from us, through the website lending platform at www.Lendingclub.com, including any subdomains thereof (the “Site”) operated by LendingClub Corporation, a Delaware corporation (“LendingClub”). These terms affect your rights and you should read them carefully and print a copy for your records. Your agreement to these terms means you agree to borrow and repay the money if your loan is funded under the terms of this Agreement, consent to our privacy policy, agree to transact with us electronically, and agree to have any dispute with us resolved by binding arbitration.
Investor AgreementInvestor Agreement • October 7th, 2011 • LendingClub Corp • Finance services • Delaware
The following terms constitute a binding agreement (“Agreement”) between you and LendingClub Corporation, a Delaware corporation (“LendingClub”, “we”, or “us”). This Agreement will govern all purchases of Member Payment Dependent Notes (Notes) that you may, from time to time, make from LendingClub. Please read this Agreement, the terms of use (“Terms of Use”) on LendingClubs web site at www.Lendingclub.com and any subdomain thereof (the Site) and the Prospectus carefully and print and retain a copy of these documents for your records. By signing electronically below, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2009 • LendingClub Corp • Finance services
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date by and among the GOLD HILL LENDERS referenced on Exhibit A attached hereto (as modified from time to time in accordance with Section 12.1 of this Agreement, the “Gold Hill Lenders”), SILICON VALLEY BANK, a California corporation, in its capacity as lender (“SVB”; together with the Gold Hill Lenders, each individually, a “Lender”, and collectively, the “Lenders”), SVB in its capacity as agent on behalf of the Lenders (the “Administrative Agent”), and LENDINGCLUB CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
Confidential Treatment Requested Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. WEBBANK and LENDINGCLUB CORPORATION SECOND AMENDED AND RESTATED LOAN ACCOUNT PROGRAM...Confidential Treatment Requested • December 4th, 2014 • LendingClub Corp • Finance services • Utah
This SECOND AMENDED AND RESTATED LOAN ACCOUNT PROGRAM AGREEMENT (this “Agreement”), dated as of February 28, 2014 (“Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and LENDINGCLUB CORPORATION, a Delaware corporation, having its principal location in San Francisco, California (“Company”).
LENDINGCLUB CORPORATION SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • June 17th, 2009 • LendingClub Corp • Finance services • California
This Series B Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March 13, 2009, by and among LendingClub Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
ContractInvestment Advisory Agreement • December 8th, 2014 • LendingClub Corp • Finance services • Delaware
This Investment Advisory Agreement (the “Agreement”) is dated as of (the “Effective Date”), by and between , a (the “Client”), and LC Advisors, LLC, a California limited liability company (the “Advisor”) and a subsidiary of LendingClub Corporation, a Delaware corporation (“Lending Club”).
WEBBANK and LENDINGCLUB CORPORATION LOAN AND RECEIVABLE SALE AGREEMENTLoan and Receivable Sale Agreement • August 17th, 2017 • LendingClub Corp • Services-business services, nec • Utah
LEASE AGREEMENT between FORWARD ONE, LLC as “Landlord” and LENDINGCLUB CORPORATION, asLease • November 17th, 2014 • LendingClub Corp • Finance services
** Because there are 13 months in the period June 1, 2016 through June 30, 2017, the total Base Rent for such 13-month period is $687,228.75. The number set forth above (i.e., $634,365.00) represents the annualized Base Rent.
LENDINGCLUB CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MARCH 13, 2009Investor Rights Agreement • June 17th, 2009 • LendingClub Corp • Finance services • California
This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of the 13th day of March 2009, by and among LendingClub Corporation, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
LENDINGCLUB CORPORATION AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT MARCH 13, 2009Sale Agreement • June 17th, 2009 • LendingClub Corp • Finance services • California
This Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 13th day of March, 2009, by and among LendingClub Corporation, a Delaware corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (the “Investors”) and each of the persons listed on Exhibit B hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”).
AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT dated as of March 25, 2019, amongAssignment and Assumption Agreement • June 6th, 2019 • LendingClub Corp • Services-business services, nec • New York
This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
LENDINGCLUB CORPORATION AMENDED AND RESTATED VOTING AGREEMENT MARCH 13, 2009Voting Agreement • June 17th, 2009 • LendingClub Corp • Finance services • Delaware
This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 13th day of March, 2009, by and among LendingClub Corporation, a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”), the persons and entities listed on Exhibit B hereto (the “Investors”), and the persons and entities listed on Exhibit C hereto (the “Designated Common Stockholders”).
LENDINGCLUB CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT APRIL 16, 2014Investor Rights Agreement • April 17th, 2014 • LendingClub Corp • Finance services • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16th day of April, 2014, by and among LENDINGCLUB CORPORATION, a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 22nd, 2015 • LendingClub Corp • Finance services • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of December 17, 2015 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this "Agreement"), among LENDINGCLUB CORPORATION, a Delaware corporation (the "Borrower"), each of the other entities that are signatories hereto as a "Grantor" (collectively, with the Borrower and any Additional Grantors (as defined herein), the "Grantors", and each a "Grantor") and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Secured Parties (herein in such capacity, the "Collateral Agent").
Form of Borrower Loan AgreementLoan Agreement • November 3rd, 2015 • LendingClub Corp • Finance services • Utah
The following terms, together with your loan request on the Site, as defined herein, constitute a binding agreement (the "Agreement") between you (you and your to mean each and every borrower who executes this Agreement and related Note(s)) and WebBank, a Utah-chartered industrial bank ("WBK," "we," or "us"). BY ELECTRONICALLY SIGNING THE AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. Under this Agreement, you agree to receive and repay one or more installment loans from us, through the website lending platform at www.Lendingclub.com, including any subdomains thereof (the "Site") operated by LendingClub Corporation, a Delaware corporation ("LendingClub"). These terms affect your rights and you should read them carefully and print a copy for your records. Your agreement to these terms means you agree to borrow and repay the money if your loan is funded under the terms of this Agreement, consent to our privacy policy, agree to transact with us electronically, and agree to h
Form of Borrower Loan AgreementForm of Borrower Loan Agreement • May 16th, 2016 • LendingClub Corp • Services-business services, nec • Utah
The following Borrower Agreement ("Agreement") is between you ("you" and "your" mean each and every borrower, including any joint applicant/co-borrower) and WebBank, a Utah-chartered industrial bank ("we," or "us"). This Agreement governs the process by which you may make a request or requests for a loan from us through the website Lendingclub.com, including any subdomains thereof, or other application channels offered by us (collectively, the "Site") and operated by Lending Club Corporation ("Lending Club"). If you make a loan request, and if that request results in a loan that is approved and issued by us, then your loan will be governed by the terms of the Loan Agreement and Promissory Note, which is attached to this Agreement as Exhibit A, and as it may be revised from time to time. The version in effect when you make a loan request will apply to any loan made in response to that request, and any secondary loan would be governed by the terms of the document then in effect. This Agr
Confidential Treatment Requested Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. WEBBANK and LENDINGCLUB CORPORATION SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT Dated as...Loan Sale Agreement • December 4th, 2014 • LendingClub Corp • Finance services • Utah
This SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT (this “Agreement”), dated as of February 28, 2014 (“Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and LENDINGCLUB CORPORATION, a Delaware corporation, having its principal location in San Francisco, California (“Company”).
Investor AgreementInvestor Agreement • February 19th, 2020 • LendingClub Corp • Services-business services, nec • Delaware
The following terms constitute a binding agreement (the “Agreement”) between you and LendingClub Corporation, a Delaware corporation (“LendingClub”, “we” or “us”). This Agreement will govern your relationship with LendingClub and your purchases of LendingClub Member Payment Dependent Notes (“Notes”) that you may make from time to time through LendingClub or any other authorized secondary market (such as Folio Investing, Inc.), entity, person, website or platform (each, a “Third Party”). Please carefully read this Agreement, the Terms of Use (“Terms of Use”) and Privacy Policy (“Privacy Policy”), posted on LendingClub's website at www.lendingclub.com, and the Prospectus (as defined below) and print and retain a copy of these documents for your records. By signing electronically below, you agree to be bound by the terms of this Agreement, the Terms of Use, and the Privacy Policy, and to transact business with us and receive communications relating to the Notes electronically. By signing
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2014 • LendingClub Corp • Finance services • California
THIS EMPLOYMENT AGREEMENT (the Agreement”) is entered into as of , 2014, by and between Lending Club Corporation (the “Company”) and Renaud Laplanche (the “Executive”).
FIRST AMENDMENT TO LOAN ACCOUNT PROGRAM AGREEMENTLoan Account Program Agreement • June 17th, 2009 • LendingClub Corp • Finance services • Utah
This FIRST AMENDMENT TO LOAN ACCOUNT PROGRAM AGREEMENT (“Amendment”) is made and entered into as of April 30, 2008 (the “Amendment Effective Date”) by and between WEBBANK (“Bank”) and LENDINGCLUB CORPORATION (“Company”).
FUND, L.P. SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2014 • LendingClub Corp • Finance services • Delaware
This Subscription Agreement (together with the Investor Questionnaire attached hereto, the “Agreement”) is entered into by and among LC Advisors, LLC, a California limited liability company (the “General Partner”), Fund, L.P., a Delaware limited partnership (the “Partnership”), and the investor named on the signature page hereto (the “Investor”) in connection with the Investor’s purchase of a limited partner interest in the Partnership (the “Interest”) and admission as a Limited Partner therein pursuant to the Partnership’s Limited Partnership Agreement (the “Partnership Agreement”). Capitalized terms used herein but not defined shall have the meanings given to them in the Partnership Agreement.
CERTIFICATE ACCOUNT OPENING AND MAINTENANCE AGREEMENTCertificate Account Opening and Maintenance Agreement • December 8th, 2014 • LendingClub Corp • Finance services • Delaware
This Certificate Account Opening and Maintenance Agreement (the “Agreement”) is made by and between LC Trust I, a Delaware statutory trust (the “Trust”), LendingClub Corporation, a Delaware corporation (the “Company”) and , a (the “Investor” or “Purchaser”), effective as of (the “Effective Date”).
LENDINGCLUB CORPORATION SERIES F PREFERRED STOCK PURCHASE AGREEMENT APRIL 16, 2014Series F Preferred Stock Purchase Agreement • April 17th, 2014 • LendingClub Corp • Finance services • California
THIS SERIES F PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2014, by and among LENDINGCLUB CORPORATION, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SECOND AMENDMENT TO LOAN ACCOUNT PROGRAM AGREEMENT AND FIRST AMENDMENT TO LOAN SALE AGREEMENTProgram Agreement • June 17th, 2009 • LendingClub Corp • Finance services • Utah
* note that Sub-Grades E~G are only available as a result of adding risk grade modifiers. No borrowers below the minimum credit score limit will be accepted except under special Facebook.com credit rules described below in IV.e.
