UPSTART HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Upstart Holdings, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
UPSTART HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 20, 2021 0.25% Convertible Senior Notes due 2026Indenture • August 20th, 2021 • Upstart Holdings, Inc. • Finance services • New York
INDENTURE dated as of August 20, 2021 between Upstart Holdings, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Upstart Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • December 4th, 2020 • Upstart Holdings, Inc. • Finance services • New York
Upstart Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] shares of Common Stock, par value $0.0001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein co
Upstart Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • April 6th, 2021 • Upstart Holdings, Inc. • Finance services • New York
Upstart Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Dealer Dealer Address]Upstart Holdings, Inc. • August 20th, 2021 • Finance services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”) and Upstart Holdings, Inc., a Delaware corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractUpstart Holdings, Inc. • March 4th, 2020 • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC., as Purchaser Dated as of January 1, 2019Loan Sale Agreement • December 4th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
THIS THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 1, 2019 (“Effective Date”), is made by and between CROSS RIVER BANK, a New Jersey state-chartered bank with its principal offices located at 400 Kelby Street, Fort Lee, New Jersey, 07024 (“Bank”), and UPSTART NETWORK, INC., a Delaware corporation, with its principal offices located at Two Circle Star Way, San Carlos, California 94070 (“Purchaser”).
THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC. Dated as of January 1, 2019Loan Program Agreement • December 4th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
THIS THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of this 1st day of January, 2019 (the “Effective Date”), by and between CROSS RIVER BANK, a New Jersey state chartered bank (“Bank”) and UPSTART NETWORK, INC., a Delaware corporation (“UNI”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 4th, 2020 • Upstart Holdings, Inc. • Finance services • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 5, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, together with Upstart Holdings, each a “Co-Borrower” and collectively, “Co-Borrowers”), provides the terms on which Bank shall lend to Co-Borrowers, and Co-Borrowers shall repay Bank and amends and supersedes, in its entirety, that certain Loan and Security Agreement by and between Bank and Co-Borrowers dated as of February 1, 2016 (as amended from time to time, the “Original Agreement”). The parties agree as follows:
TRANSUNION MASTER AGREEMENT FOR CONSUMER REPORTING AND ANCILLARY SERVICESTransunion Master Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • Illinois
This TransUnion Master Agreement for Consumer Reporting and Ancillary Services (“Agreement”) is made and entered as of this 20 date of March 20 15 (the “Effective Date”), by and between Trans Union LLC, with its principal place of business at 555 West Adams, Chicago, Illinois 60661 (“TransUnion”), and Upstart Network, Inc. with its principal place of business at 345 Yale Street, Palo Alto, CA 94306 (“Subscriber). In consideration of the promises and mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TransUnion and Subscriber hereby agree as follows:
AMENDED AND RESTATED TRANSUNION MASTER AGREEMENT FOR CONSUMER REPORTING AND ANCILLARY SERVICESTransunion Master Agreement • December 7th, 2020 • Upstart Holdings, Inc. • Finance services • Illinois
This Amended and Restated TransUnion Master Agreement for Consumer Reporting and Ancillary Services (“Agreement”) is made and entered as of this ______ date of _11/25/2020_, 2020 (the “Effective Date”), by and between Trans Union LLC, with its principal place of business at 555 West Adams, Chicago, Illinois 60661 (“TransUnion”), and Upstart Network, Inc., with its principal place of business at 2950 South Delaware Avenue, #300, San Mateo, CA 94403 (“Subscriber”).
UPSTART HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2018, by and among Upstart Holdings, Inc., a Delaware corporation (the “Company”), David Girouard (the “Founder”), the holders of outstanding Preferred Stock of the Company listed on Schedule 1 hereto (the “Existing Preferred Holders”) and the purchasers of Series D Preferred Stock of the Company listed on Schedule 2 hereto (the “New Investors” and, together with the Existing Preferred Holders, the “Investors”).
REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART WAREHOUSE TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent Dated as of May 23, 2018Credit and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of May 23, 2018 among UPSTART WAREHOUSE TRUST, a Delaware statutory trust (“Borrower” or “Trust”), the LENDERS from time to time party hereto and DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Facility Agent”).
SUBLEASESublease • November 12th, 2021 • Upstart Holdings, Inc. • Finance services • California
This SUBLEASE (this “Sublease”) is entered into as of September 13, 2021 (the “Effective Date”), by and between OPEN TEXT INC., a Delaware corporation (“Sublandlord”), and UPSTART NETWORK, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
AMENDED & RESTATED PROMOTION AGREEMENT (PERSONAL LOANS)Promotion Agreement (Personal Loans) • November 5th, 2020 • Upstart Holdings, Inc. • Finance services • California
This Amended & Restated PROMOTION AGREEMENT (“Agreement”) is made as of May 11, 2020 (“Effective Date”) by and between Upstart Network, Inc., a Delaware corporation with its principal office located at 2950 S. Delaware St., #300, San Mateo, CA 94403 (“Advertiser”) and Credit Karma Offers, Inc., a Delaware corporation with its principal office located at 760 Market St., 10th Floor, San Francisco, CA 94102 (“Company”).
Amendment No. 3 To Third Amended And Restated Loan Program AgreementLoan Program Agreement • August 13th, 2021 • Upstart Holdings, Inc. • Finance services
This Amendment No. 3 to the Third Amended and Restated Loan Program Agreement (this “Amendment”) is entered into as of May 25, 2021 by and between Upstart Network, Inc., a Delaware corporation (“UNI”) and Cross River Bank, a New Jersey state-chartered bank (“Bank”), and amends the Third Amended and Restated Loan Program Agreement dated as of January 1, 2019 between Bank and UNI (“Loan Program Agreement”).
SECOND AMENDED & RESTATED PROMOTION AGREEMENT (PERSONAL LOANS)Promotion Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • California
This Second Amended & Restated PROMOTION AGREEMENT (“Agreement”) is made as of November 6, 2020 (“Effective Date”) by and between Upstart Network, Inc., a Delaware corporation with its principal office located at 2950 S. Delaware St., #300, San Mateo, CA 94403 (“Advertiser”) and Credit Karma Offers, Inc., a Delaware corporation with its principal office located at 760 Market St., 10th Floor, San Francisco, CA 94102 (“Company”).
AMENDED AND RESTATED BILLING AGENT AGREEMENTBilling Agent Agreement • December 7th, 2020 • Upstart Holdings, Inc. • Finance services • Illinois
This Amended and Restated BILLING AGENT AGREEMENT (the “Agreement”) is made and entered into as of 11/25/2020, (“Effective Date”), by and between TRANS UNION LLC (“TransUnion”) with its principal place of business at 555 West Adams, Chicago, Illinois 60661, and Upstart Network, Inc. (“BILLING AGENT”) with its principal place of business at 2950 South Delaware Avenue #300, San Mateo, CA 94403.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • California
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, and together with Upstart Holdings, each a “Co-Borrower” and collectively, “Co-Borrowers”), provides the terms on which Bank shall lend to Co-Borrowers, and Co-Borrowers shall repay Bank. The parties agree as follows:
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • March 4th, 2020 • Upstart Holdings, Inc. • Services-computer processing & data preparation
Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sub-Sublease. In the event of the termination of the Master Lease or Master Sublease for any reason, then this Sub-Sublease shall terminate automatically upon such termination without any liability owed to Sub-Subtenant by Master Landlord, Master Sublandlord, or by Sub-Sublandlord unless the termination is due to Sub-Sublandlord’s breach of the Master Sublease and not due to Sub-Subtenant’s breach of the Sub-Sublease. Sub-Subtenant represents and warrants to Sub-Sublandlord that it has read and is familiar with the Master Lease and Master Sublease (except as to redacted provisions thereof). Sub-Sublandlord shall not voluntarily terminate or modify the Master Sublease in such a manner that will adversely and materially affect Sub-Subtenant’s rights or obligation under this Sub-Sublease without the prior written consent of Sub-Subtenant, whi
AMENDMENT NO. 1 TO PROMOTION AGREEMENTPromotion Agreement • February 16th, 2023 • Upstart Holdings, Inc. • Finance services
This Amendment No. 1 to Promotion Agreement (the “Amendment”) is dated as of May 5, 2022 (the “Effective Date”), between Credit Karma Offers, Inc. (“Credit Karma”) and Upstart Network, Inc. (“Advertiser”), and together with Credit Karma, the “Parties”, and each, a “Party”.
ContractPreferred Stock Purchase Warrant • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART LOAN TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and GOLDMAN SACHS BANK USA, as Administrative Agent Dated as of May 22, 2020Revolving Credit and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
WHEREAS, pursuant to that certain Revolving Credit and Security Agreement, dated as of November 20, 2015, by and among the Borrower, the Administrative Agent and the Lenders party thereto (as amended prior to the date hereof, the “Original Credit Agreement”), the Lenders made available to the Borrower a revolving credit facility upon and subject to the terms and conditions set forth in such agreement; and
Amendment No. 2 To Third Amended And Restated Loan Sale AgreementLoan Sale Agreement • August 13th, 2021 • Upstart Holdings, Inc. • Finance services
This Amendment No. 2 to the Third Amended and Restated Loan Sale Agreement (this “Amendment”) is entered into as of May 25, 2021 by and between Upstart Network, Inc., a Delaware corporation (“Purchaser”) and Cross River Bank, a New Jersey state-chartered bank (“Bank”), and amends the Third Amended and Restated Loan Sale Agreement dated as of January 1, 2019 between Bank and Purchaser (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Sale Agreement”).
ContractUpstart Holdings, Inc. • December 4th, 2020 • Finance services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
