Exhibit 99.5
EXHIBIT E
LOAN AND PLEDGE AGREEMENT
THIS LOAN AND PLEDGE AGREEMENT (the "Agreement") is made as of August
31, 1998, between each entity (each in their individual capacities) listed on
Schedule A (the "Lenders") and Xxxxxxxxx Xxxxxx ("Borrower") with regard to the
following:
RECITALS
A. Borrower desires to borrow the amount set forth on Schedule A
from Lenders on the terms and subject to the conditions of this Agreement.
B. To induce Lenders to make the loan, Borrower desires to pledge
and grant to Lenders a security interest in certain assets of Borrower as more
fully described herein.
THE PARTIES AGREE AS FOLLOWS:
1. LOAN.
1.1 ADVANCE OF FUNDS. Subject to the terms and conditions of
this Agreement, Lenders hereby loans to Borrower and Borrower hereby borrows an
aggregate principal as set forth for such Lenders on Schedule A (the "Loan").
1.2 PROMISE TO PAY. Borrower promises to pay to Lenders, on
August 31, 2003 (the "Maturity Date"), at the address given pursuant to Section
5.7 for notice to Lenders, in lawful money of the United States of America, the
sum as set forth for such Lenders on Schedule A together with accrued but unpaid
interest. Interest shall accrue from the date of this Agreement at the rate of
Six Percent (6.00%) per annum compounded annually. All accrued and unpaid
interest shall be due and payable upon the earlier of (i) the exercise of the
put option pursuant to the Put Option Agreement of even date herewith
(hereinafter referred to as the "Put Option") or (ii) the Maturity Date. If
payment of principal or accrued interest is not made in full when due, all
unpaid amounts (including principal and interest) shall bear additional interest
at the maximum rate legally payable to Lenders until paid in full. If any
payment is due on Saturday, Sunday, or a public holiday under the laws of the
State of California, such payment shall be made on the next succeeding business
day and such extension of time shall be included in computing interest in
connection with such payment. The date specified for payment under this Section
1.2 may be accelerated as provided in Section 1.4. Borrower may prepay the
principal amount due under this Agreement in whole or in part at any time
without penalty or premium at any time after the earlier of (i) three years from
the date of this Agreement and thirty (30) days' prior written notice to Lenders
or (ii) exercise of the Call Option (as defined in the Call Option Agreement of
even date herewith between Borrower and Lenders), provided that such prepayment
shall include all accrued interest. Borrower may prepay interest at any time,
but shall not be entitled to a refund of any such prepaid interest, including
but not limited to the portion which is unearned interest in the event of
prepayment of the principal amount of the Loan, under any circumstance.
1.3 FULL RECOURSE. The principal and interest payable by
Borrower under this Agreement are secured as provided in Section 2.5 of this
Agreement and shall, in addition, constitute a full recourse personal obligation
of Borrower.
1.4 ACCELERATION. Lenders may, at its option and in its sole
discretion, declare the then outstanding principal balance of the Loan, together
with all accrued and unpaid interest thereon, to be immediately due and payable
if any of the following (each of which is referred to herein as an "Event of
Default") shall occur:
(a) the failure of Borrower to pay any amount under
this Agreement when due, and upon written notice thereof given to Borrower, such
failure shall not have been cured or waived within seven (7) days of such
notice;
(b) the commencement of any proceeding against
Borrower in bankruptcy, or otherwise seeking any reorganization, arrangement or
similar relief, or the appointment of a receiver, trustee, or liquidator to take
possession of the assets of Borrower, or the commencement of any other
proceeding under any law for the relief of creditors;
(c) any assignment by Borrower for the benefit of
Borrower's creditors; or
(d) any other breach by Borrower of any of Borrower's
representations, warranties or obligations under this Agreement which is not
cured to the satisfaction of Lenders within thirty (30) days after notice of
such breach is deemed given pursuant to Section 5.7.
1.5 WAIVERS BY BORROWER. Borrower waives presentment, demand
for performance, notice of nonperformance, protest, notice of protest and notice
of dishonor.
2. PLEDGE AS SECURITY.
2.1 (a) PLEDGE. As security for all of Borrower's
obligations and liabilities to Lenders whether now existing or hereafter arising
under this Agreement (the "Obligations") Borrower herein assigns as security and
pledges to Lenders the number of shares (the "Shares") of the Common Stock of
E-Loan, Inc. (the "Issuer") as set forth for such Lenders on Schedule A owned by
Borrower, and grants Lenders a security interest to the extent set forth on
Schedule A in Borrower's right, title and interest in and to the Shares, the
proceeds (from disposition or otherwise) thereof and all proceeds (from
disposition or otherwise) of proceeds (collectively the "Share Collateral").
Borrower agrees to take such additional actions as may be necessary or advisable
at the reasonable request of Lenders to perfect and continue Lenders' security
interest in the Share Collateral.
(b) GRANT OF SECURITY INTEREST. As security for all
of Borrower's Obligations, Borrower hereby assigns as security and grants to
Lenders, a security interest in (i) Borrower's rights pursuant to a Call Option
Agreement of even date herewith (hereinafter referred to as the "Call Option")
between Borrower and Lenders and (ii) all of Borrower's rights pursuant to the
Put Option (items (i) and (ii) shall collectively be referred to herein as the
"Options"), including, without limitation, Borrower's rights, upon exercise,
termination or
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expiration of the Options, to the return of the shares which are subject to the
Options (the "Option Shares") and any other cash or property in connection with
the Options, and grants Lenders a security interest in Borrower's right, title
and interest in and to the Options, the proceeds (from disposition, exercise or
otherwise) thereof and all proceeds (from disposition, exercise or otherwise) of
proceeds (collectively, the "Option Collateral"). (Hereinafter the Share
Collateral and Option Collateral shall collectively be referred to as the
"Collateral.") Borrower agrees to take such additional actions (including,
without limitation, the filing of a Form UCC-1) as may be necessary or advisable
at the reasonable request of Lenders to perfect and continue Lenders' security
interest in the Collateral.
2.2 NON-STOCK DISTRIBUTIONS. All cash distributions received
by Borrower during the term of this Agreement with respect to the Shares shall
be placed in an interest-bearing savings account specified by Lenders and shall
be delivered to and held by Pledgeholder (as such term is defined in Section 3.1
hereof) as additional Collateral. All distributions other than in cash or stock
received by Borrower during the term of this Agreement with respect to the
Shares shall be delivered to and held by Pledgeholder as additional Collateral.
2.3 STOCK DISTRIBUTIONS AND ADJUSTMENTS OF COLLATERAL. If,
during the term of this Agreement, any stock or other non-cash distribution,
dividend, reclassification, readjustment, or other change is declared or made in
the capital structure of Issuer, all new, substituted and additional shares of
stock or other securities or property issued by reason of any such change shall
be immediately delivered by Borrower to Pledgeholder, together with duly
executed assignment(s) separate from certificate or other appropriate transfer
and title documents, to be held by Pledgeholder in the same manner as the Shares
originally pledged hereunder, and hereafter the term "Shares" or "Collateral"
shall include such securities or property.
2.4 WARRANTS, RIGHTS AND OPTIONS. If, during the term of this
Agreement, subscription warrants or any other rights or options shall be issued
in connection with any of the Shares, and Borrower shall elect to exercise such
warrants, rights or options, all new shares or other securities or property so
acquired by the Borrower shall be immediately delivered to Pledgeholder to be
held under the terms of this Agreement in the same manner as the Shares
originally pledged hereunder, and thereafter the term "Shares" or "Collateral"
shall include such securities or property. If the Options expire or are
terminated prior to the termination of this Agreement, any remaining securities
or other property then subject to the Options which are not held in pledge
pursuant to the terms of this Agreement, together with assignments separate from
certificate or any certificates representing such securities or other property,
shall be immediately delivered to Pledgeholder to be held under the terms of
this Agreement in the same manner as the Shares, and thereafter the term
"Shares" or "Collateral" shall include such securities and other property.
2.5 DEFAULT; FULL RECOURSE OBLIGATION. If an Event of Default
has occurred, Lenders are authorized to sell, assign and deliver at Lenders'
discretion, from time to time, all or any part of the Collateral at any private
or public sale, on not less than ten (10) days' written notice to Borrower and
Pledgeholder, at such price or prices and upon such terms as Lenders may deem
advisable and Lenders shall have all the rights and remedies of a secured
creditor under the provisions of the California Uniform Commercial Code. At any
such public sale,
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Lenders may bid for, and become the purchaser of, the whole or any part of the
Collateral offered for sale. In case of any private or public sale, after
deducting the costs, counsel fees and other expenses of sale and delivery, the
remaining proceeds of such sale shall be applied to the satisfaction of the
Obligations; provided, however, that after satisfaction in full of the
Obligations, the balance of the proceeds of sale then remaining shall be paid to
Borrower. Borrower, however, shall remain personally liable for any deficiency
if the proceeds of the sale of the Collateral are insufficient to discharge the
amount of principal and interest due under this Agreement.
2.6 RETURN OF COLLATERAL. Subject to Section 3.6 below, upon
Borrower's satisfaction of the Obligations, Lenders shall instruct Pledgeholder,
as defined below, to return to Borrower all Collateral then in Pledgeholder's
possession.
2.7 SUBSTITUTION OF COLLATERAL. Borrower may substitute at any
time, and from time to time, any Collateral, with the prior written consent of
Lenders, such consent to be given or withheld in Lenders' sole discretion.
3. PLEDGE.
3.1 APPOINTMENT OF PLEDGEHOLDER. Lenders hereby appoint Xxxxxx
Xxxxxxx Xxxxxxxx & Xxxxxx as "Pledgeholder" to accept and hold the deliveries
described below on its behalf. To assure Borrower's ability to perform
Borrower's Obligations under this Agreement, Borrower will, concurrently with
the delivery of this Agreement, deliver the stock certificates as set forth on
Schedule A, together with a duly executed blank Assignment Separate from
Certificate (in the form attached hereto as Exhibit A) for each such
certificate, to Pledgeholder, such documents to be held in pledge (the "Pledge")
pursuant to the terms of this Section 3.
3.2 DUTIES AFTER AN EVENT OF DEFAULT. Pledgeholder shall have
no duty to determine the existence of an Event of Default, but may, without any
liability whatsoever, rely upon the written notice of Lenders that an Event of
Default has occurred. If, following an Event of Default, Lenders shall elect to
exercise its right to realize on the Shares, Pledgeholder shall, upon the
receipt of written notice from Lenders of the number of Shares sold and sale
price, (i) date the stock assignments necessary for each transfer in question,
(ii) fill in the number of Shares being transferred and (iii) deliver the same,
together with the certificate(s) evidencing the Shares to be transferred to the
purchaser against the simultaneous delivery to Pledgeholder of the purchase
price for the number of the Shares then being purchased. In connection with each
such sale, Pledgeholder shall deliver from the Pledge the specific Shares which
are designated by Lenders; provided, however, that Pledgeholder's duties
hereunder are subject to the cooperation of Borrower, Issuer and Issuer's
transfer agent or counsel with respect to furnishing to Pledgeholder all
necessary stock certificates and other related instruments as appropriate.
Following an Event of Default, Pledgeholder shall dispose of the Collateral
other than the Shares in accordance with written instructions of Lenders. After
deducting the costs, counsel fees and other expenses of such sale and delivery
as provided in Section 2.5 of this Agreement, Pledgeholder shall pay the
remaining proceeds of such sale to Lenders to the extent of the Obligations of
Borrower under this Agreement as specified by Lenders. Any remaining proceeds of
such sale shall be paid to Borrower.
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3.3 ATTORNEY-IN-FACT; ADDITIONAL STOCK ASSIGNMENTS. Borrower
hereby irrevocably constitutes and appoints Pledgeholder as Borrower's
attorney-in-fact and agent for the term of this Pledge to execute, with respect
to such securities or other Collateral as are deposited with Pledgeholder
hereunder, all documents necessary or appropriate to make such securities or
other Collateral negotiable and complete any transaction herein contemplated.
Borrower shall deliver to Pledgeholder from time to time such number of stock
assignments separate from certificate or other documents duly executed by
Borrower as may be reasonably requested by Lenders or Pledgeholder.
3.4 RETURN OF PROPERTY. If at the time of termination of this
Agreement, Pledgeholder has in Pledgeholder's possession any documents,
securities, or other property belonging to Borrower, Pledgeholder shall deliver
all of same to Borrower and shall be discharged of all further obligations
hereunder.
3.5 SPECIAL INSTRUCTIONS TO PLEDGEHOLDER. Borrower hereby
instructs Pledgeholder, as Escrowholder pursuant to the Options, to retain in
pledge under this Agreement as additional Collateral (i) any proceeds from the
exercise of the Options, and (ii) any Option Shares or other property which
remain in Pledgeholder's possession (as Escrowholder under the Options) at the
expiration or earlier termination of the Options. Borrower hereby further
instructs Pledgeholder to release the Shares and other Collateral to the holder
of the Call Option upon exercise thereof, provided Pledgeholder receives and
retains in pledge pursuant to this Agreement such consideration as is due upon
exercise of the Call Option.
3.6 DUTIES; MODIFICATION OF DUTIES. Pledgeholder shall carry
out Pledgeholder's duties hereunder to the best of Pledgeholder's ability and
shall be liable only for gross negligence or willful misconduct. Pledgeholder's
duties hereunder may be altered, amended, modified or revoked only by a written
instrument signed by Lenders, Borrower and Pledgeholder.
3.7 OBLIGATIONS. Pledgeholder shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and
shall be protected in relying or refraining from acting on any instrument
reasonably believed by Pledgeholder to be genuine and to have been signed or
presented by the proper party or parties. Pledgeholder shall not be personally
liable for any act Pledgeholder may do or omit to do hereunder as Pledgeholder
or as attorney-in-fact for Borrower while acting in good faith and in the
exercise of Pledgeholder's own good judgment, and any act done or omitted by
Pledgeholder pursuant to the advice of Pledgeholder's own attorneys shall be
conclusive evidence of such good faith.
3.8 AUTHORIZATION TO ACT. Pledgeholder is hereby expressly
authorized to disregard any and all warnings given by any of the parties hereto
or by any other person or corporation, excepting only orders or process of
courts of law, and is hereby expressly authorized to comply with and obey
orders, judgments or decrees of any court. In case Pledgeholder obeys or
complies with any such order, judgment or decree of any court, Pledgeholder
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
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3.9 AUTHORITY TO INVEST. Any cash received by Pledgeholder
pursuant to this Agreement and designated by Lenders as additional Collateral
and which is to be retained in pledge by Pledgeholder for more than fifteen (15)
days shall be invested in an interest bearing savings account specified by
Lenders and the interest therein shall constitute a part of such additional
Collateral.
3.10 SUBSTITUTION OF COLLATERAL. If Pledgeholder receives
securities or other property as substitute for Collateral, an assignment(s)
separate from certificate if applicable, and the consent of Lenders in
accordance with Section 2.7 above, Pledgeholder shall deliver to Borrower the
stock certificates or other property for which Pledgeholder has received
substitute collateral.
3.11 BANKRUPTCY. Bankruptcy, insolvency, or dissolution of any
party hereto shall not affect Pledgeholder's performance hereunder.
3.12 STATUTE OF LIMITATIONS. Pledgeholder shall not be liable
for the lapse of any rights because of any statute of limitation applicable with
respect to this Agreement or any documents deposited with Pledgeholder.
3.13 LEGAL COUNSEL. Pledgeholder shall be entitled to employ
such legal counsel and other experts as Pledgeholder may deem necessary to
properly advise Pledgeholder in connection with Pledgeholder's obligations and
may pay such counsel reasonable compensation therefor, for which Pledgeholder
shall be reimbursed by Lenders.
3.14 TERMINATION OF DUTIES; SUCCESSOR. Pledgeholder's
responsibilities as Pledgeholder hereunder shall terminate if (i) Pledgeholder
shall resign by thirty (30) days' written notice to Borrower and Lenders; (ii)
Borrower and Lenders jointly agree as to Pledgeholder's termination and appoint
Pledgeholder's successor, or (iii) Pledgeholder ceases to exist or is otherwise
unable to continue to discharge its duties hereunder. In the event of
Pledgeholder's termination as Pledgeholder by resignation, ceasing to exist or
by otherwise becoming unable to perform, Lenders shall appoint a successor. Upon
Pledgeholder's receipt of notice of any such appointment of Pledgeholder's
successor, all documents, shares and other property then in Pledgeholder's
possession pursuant to this Agreement shall be delivered to such successor.
3.15 FURTHER INSTRUMENTS. If Pledgeholder reasonably requires
other or further instruments in connection with this Agreement or obligations in
respect hereto, the necessary parties hereto shall join in furnishing such
instruments.
3.16 CONFLICTING NOTICES; DISPUTES. If Pledgeholder receives a
notice from Lenders that Lenders are exercising any of Lenders' rights
hereunder, Pledgeholder shall first complete all action required with respect to
the notice before taking action with respect to any subsequently received notice
which in any way conflicts with the prior notice. It is understood and agreed
that should any dispute arise with respect to the delivery or ownership or right
of possession of the securities and any other property held by Pledgeholder
hereunder, Pledgeholder is authorized and directed to retain in its possession
without liability to anyone all or any part of said securities and such other
property until such dispute shall have been settled either by mutual
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written agreement of the parties concerned or by a final order, decree, or
judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but Pledgeholder shall be under no
duty whatsoever to institute or defend any such proceeding.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.
4.1 OWNERSHIP OF COLLATERAL; NO CONFLICTS. Borrower represents
and warrants as of this date, and covenants for the period beginning on this
date and ending the termination of this Agreement, that (i) Borrower has and
will have the right to enter into this Agreement, to transfer to Lenders all or
any part of the Collateral, free and clear of any lien, claim, encumbrance or
restriction of any type or nature whatsoever (other than restrictions on resale
that may arise under applicable federal and state securities laws); (ii) the
Collateral is not and will not be subject to any right of first refusal, right
of repurchase or any similar right granted to, or retained by, the Issuer, any
shareholder of the Issuer or any other person other than the Call Option and Put
Option; and (iii) there is no provision of any existing agreement, and Borrower
will not enter into an agreement, by which Borrower is or would be bound (or to
which Borrower is or would become subject) that conflicts or would conflict with
this Agreement or the performance of Borrower's obligations under this
Agreement.
4.2 SHAREHOLDER REPORTS. Until such date as the Obligations
have been paid in full, Borrower shall deliver or cause to be delivered to
Lenders full and complete copies of all reports and information received by
Borrower as a shareholder of Issuer.
4.3 RULE 144 REPORTS. Borrower shall fully cooperate in the
completion and execution of any notice deemed by Lenders to be required to be
filed with the Securities and Exchange Commission in respect of any proposed
sale of securities pursuant to Rule 144 promulgated under the Securities Act of
1933, as amended. Borrower agrees that Borrower shall use Borrower's best
efforts, upon Lenders' written request, to cause Issuer to obtain and publish
all information necessary to satisfy the current public information requirements
of Rule 144.
4.4 FURTHER ASSURANCES. Upon the reasonable request of
Pledgeholder or Lenders, Borrower will prepare, execute and deliver any further
instruments and do any further acts that may be necessary to carry out more
effectively the purpose of this Agreement, including the preparation, execution
and delivery of applications to the California Department of Corporations.
5. MISCELLANEOUS.
5.1 INVESTMENT AND TAX ADVISOR. Each party hereto acknowledges
that he or it has had the opportunity to review this Agreement, the exhibits and
the schedules attached hereto, the other agreements referred to herein and the
transactions contemplated hereby with his or its own legal counsel, investment
advisor and tax advisor. Each party is relying solely on such counsel and
advisor and not on any statements or representations of any other person or
entity for legal, investment or tax advice with respect to the transactions
contemplated by this Agreement.
5.2 AMENDMENT. Except as provided in Section 3.6, this
Agreement may only be amended by a writing signed by Borrower and Lenders.
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5.3 ASSIGNMENT. Borrower may not assign or otherwise transfer
any of his rights or obligations under this Agreement. Lenders may assign all or
any portion of its rights and obligations under this Agreement only with the
prior written consent of Borrower, which consent shall not be unreasonably
withheld or delayed. Subject to the foregoing, this Agreement shall be binding
upon the heirs, executors and personal representative of Borrower and shall be
binding upon and inure to the benefit of the successors and assigns of Lenders.
5.4 ENTIRE AGREEMENT; CONTROLLING DOCUMENT. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence and
understandings between the parties with respect to the subject matter hereof,
whether oral or in writing.
5.5 COSTS OF ENFORCEMENT. If any party to this Agreement seeks
to enforce its rights under this Agreement by legal proceedings or otherwise,
the non-prevailing party shall pay all costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys' fees.
5.6 GOVERNING LAW, CONSENT TO JURISDICTION. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California applicable to contracts entered into by California residents and to
be performed wholly in the State of California. Each party hereto hereby agrees
that any action which, in whole or in part, in any way arises under this
Agreement shall be brought in the State courts of the County of Santa Clara,
California or the United States District Court for the Northern District of
California. Each party hereby submits to the exclusive jurisdiction and venue of
such Courts for purposes of any such action and agrees that any notice, document
or complaint in any such action may be served on it by delivery in the manner
provided for the delivery of notices under this Agreement.
5.7 NOTICES. All notices and other communications under this
Agreement (other than payments hereunder, which shall be deemed made as of the
date of receipt by Lenders) shall be in writing, and shall be deemed to have
been duly given on the date of delivery if delivered personally, or on the
second day after mailing if mailed to the party to whom notice is to be given by
first class mail, registered or certified, postage prepaid, and addressed as
follows (until any such address is changed by notice duly given):
To Borrower at: Xxxxxxxxx Xxxxxx
E-Loan, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
To Lenders at: To the addresses set forth for Lenders on Schedule A
To Pledgeholder at: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx, Esq.
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5.8 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.9 SEVERABILITY. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder shall be valid and
enforceable to the maximum extent possible.
5.10 HEADINGS. The section headings used in this Agreement are
intended principally for convenience and shall not by themselves determine the
rights and obligations of the parties to this Agreement.
5.11 DELAY AND WAIVER. No delay on the part of Lenders in
exercising any right under this Agreement shall operate as a waiver of such
right. The waiver by Lenders of any term or condition of this Agreement shall
not be construed as a waiver of a subsequent breach or failure of the same term
or condition or a waiver of any other term or condition contained in this
Agreement.
5.12 TERM. This Agreement shall terminate upon delivery by
Lenders, to Borrower and Pledgeholder of notice that all Obligations of Borrower
under this Agreement have been fulfilled.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
BORROWER:
-----------------------------------------------
Xxxxxxxxx Xxxxxx
LENDERS:
YAHOO! INC.
By:
-------------------------------------------
Title:
-------------------------------------
SOFTBANK HOLDINGS, INC.
By:
-------------------------------------------
Title:
-------------------------------------
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SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: STV IV LLC
Its General Partner
By:
--------------------------------------
Title:
--------------------------------
SOFTBANK TECHNOLOGY ADVISORS FUND L.P.
By: STV IV LLC
Its General Partner
By:
--------------------------------------
Title:
--------------------------------
SEQUOIA CAPITAL as nominee for:
Sequoia Capital VIII
Sequoia International Technology Partners VIII
Sequoia International Technology Partners VIII-Q
Sequoia 1997
CMS Partners
By:
-------------------------------------------
Title:
-------------------------------------
BENCHMARK CAPITAL PARTNERS II, L.P.
as nominee for:
Benchmark Capital Partners, II, L.P.
Benchmark Founders' Fund II, L.P.
Benchmark Founders' Fund II-A, L.P.
Benchmark Members' Fund, L.P.
By: Benchmark Capital Management Co. II, LLC,
Its General Partner
By:
--------------------------------------
Xxxxxx Xxxxx, Member
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TECHNOLOGY PARTNERS FUND VI, L.P.
By: TP Management VI, L.L.C.
By:
--------------------------------------
Xxx X. Xxxxxxxxxx, Managing Member
TECHNOLOGY PARTNERS FUND V, L.P.
By: TPW Management V, L.P.
By:
--------------------------------------
Xxx X. Xxxxxxxxxx,
General Partner
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SCHEDULE A
LOAN AND PLEDGE AGREEMENT
NUMBER OF
LENDERS LOAN AMOUNT PLEDGED SHARES
Yahoo! Inc. $974,026.00 105,153
0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000-0000
Softbank Holdings, Inc. $1,168,831.00 126,183
00 Xxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Softbank Technology Ventures IV, L.P. $1,144,051.73 123,509
000 X. Xxx Xxxxxx Xxxxxx, Xxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X.X. XxxXxxxxx
Softbank Technology Advisors Fund, L.P. $24,779.27 2,675
000 X. Xxx Xxxxxx Xxxxxx, Xxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X.X. XxxXxxxxx
Sequoia Capital VIII $1,059,311.52 114,359
Building Four, Suite 280
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Sequoia Capital VIII $13,441.56 1,451
Building Four, Suite 280
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Sequoia Capital VIII $70,129.86 7,571
Building Four, Suite 280
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Sequoia Capital VIII $2,571.43 000
Xxxxxxxx Xxxx, Xxxxx 000
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Sequoia Capital VIII $23,376.62 2,524
Building Four, Suite 280
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
SCHEDULE A
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EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, Xxxxxxxxx Xxxxxx, hereby sell, assign and
transfer unto **(SEE BELOW) , ____ shares of the Common Stock of E-Loan, Inc., a
California corporation (the "Company") standing in my name on the books of the
Company represented by Certificate No. __________ herewith and do hereby
irrevocably constitute and appoint ________________________ to transfer said
stock on the books of the Company with full power of substitution in the
premises.
Dated: _________________________
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Xxxxxxxxx Xxxxxx
This Assignment Separate from Certificate was executed in conjunction
with the terms of a Loan and Pledge Agreement dated August 31, 1998, and shall
not be used in any manner except as provided in such Agreement.
** Yahoo! Inc. 105,153 Shares
Softbank Holdings, Inc. 126,183 Shares
Softbank Technology Investments IV, L.P. 123,660 Shares
Softbank Technology Advisors Fund, L.P. 2,524 Shares
Sequoia Capital 126,183 Shares
Benchmark Capital Partners II, L.P. 31,546 Shares
as nominee for:
Benchmark Capital Partners II, L.P.
Benchmark Founders' Fund II, L.P.
Benchmark Founders' Fund II-A, L.P.
Benchmark Members' Fund, L.P.
Technology Partners Fund V, L.P. 5,312 Shares
Technology Partners Fund VI, L.P. 19,224 Shares
EXHIBIT A
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