LENDINGCLUB CORPORATION AMENDED AND RESTATED VOTING AGREEMENT APRIL 14, 2010
Exhibit 99.3
Execution Version
LENDINGCLUB CORPORATION
AMENDED AND RESTATED
VOTING AGREEMENT
VOTING AGREEMENT
APRIL 14, 2010
This Amended and Restated Voting Agreement (this “Agreement”) is made and entered
into as of this 14th day of April, 2010, 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”).
Witnesseth
Whereas, the Key Holders and the Designated Common Stockholders are the beneficial
owners of an aggregate of 8,208,000 shares of the common stock of the Company (the “Common Stock”)
and/or options to purchase shares of Common Stock;
Whereas, certain Investors (the “Prior Investors”) are holders of outstanding shares
of the Company’s Series A Preferred Stock (the “Series A Stock”) and Series B Preferred Stock (the
“Series B Stock”) and have also been granted certain voting rights under that certain Amended and
Restated Voting Agreement by and among the Company, the Prior Investors, the Key Holders and the
Designated Common Stockholders dated March 13, 2009 (the “Prior Agreement”);
Whereas, certain Investors (the “Series C Investors”) have agreed to purchase shares
of the Company’s Series C Preferred Stock (the “Series C Stock” together with the Series A Stock
and Series B Stock, the “Preferred Stock”) pursuant to that certain Series C Preferred Stock
Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”);
Whereas, the obligations in the Purchase Agreement are conditioned upon the execution
and delivery of this Agreement; and
Whereas, in connection with the consummation of the Financing, the Company, the Key
Holders holding at least a majority of the shares of Common Stock held by the Key Holders, and the
Prior Investors holding at least fifty-five percent (55%) of the shares of Series A Stock and
Series B Stock, voting together as a single class, have agreed to amend and restate the Prior
Agreement in its entirety and, together with the Series C Investors and the Designated Common
Stockholders, to provide for the future voting of their shares of the Company’s capital stock as
set forth below.
Now, Therefore, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT
1. Voting.
1.1 Key Holder Shares; Investor Shares; Designated Holder Shares.
(a) The Key Holders each agree to hold all shares of voting capital stock of the Company
registered in their respective names or beneficially owned by them as of the date hereof and any
and all other securities of the Company legally or beneficially acquired by each of the Key Holders
after the date hereof (hereinafter collectively referred to as the “Key Holder Shares”) subject to,
and to vote the Key Holder Shares in accordance with, the provisions of this Agreement.
(b) The Investors each agree to hold all shares of voting capital stock of the Company
(including but not limited to all shares of Common Stock issued or issuable upon conversion of the
Preferred Stock) registered in their respective names or beneficially owned by them as of the date
hereof and any and all other securities of the Company legally or beneficially acquired by each of
the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”)
subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement.
(c) The Designated Common Stockholders each agree to hold all shares of voting capital stock
of the Company registered in their respective names or beneficially owned by them as of the date
hereof and any and all other securities of the Company legally or beneficially acquired by each of
the Designated Common Stockholders after the date hereof (hereinafter collectively referred to as
the “Designated Holder Shares”) subject to, and to vote the Designated Holder Shares in accordance
with, the provisions of this Agreement.
1.2 Election of Directors. On all matters relating to the election and removal of directors
of the Company, the Key Holders, the Designated Common Stockholders and the Investors agree to vote
all Key Holder Shares, Designated Holder Shares and Investor Shares held by them (or the holders
thereof shall consent pursuant to an action by written consent of the holders of capital stock of
the Company) so as to elect members of the Company’s Board of Directors as follows:
(a) At each election of or action by written consent to elect directors in which the holders
of Preferred Stock, voting as a separate class, are entitled to elect directors of the Company, the
Investors shall vote all of their respective Investor Shares so as to elect: (i) so long as
▇▇▇▇▇▇▇▇▇▇▇▇ Ventures IX, LP (together with its affiliates, “▇▇▇▇▇▇▇▇▇▇▇▇”) continues to own at
least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one
individual designated by ▇▇▇▇▇▇▇▇▇▇▇▇, which individual shall serve as the Series B Director
described in Section 2(f)(i) of the Amended and Restated Certificate of Incorporation of the
Company (the “Restated Certificate”) and who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) so long as
Norwest Venture Partners X LP (together with its affiliates, “Norwest”) continues to own at least
thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one
individual designated by Norwest, which individual shall serve as one of the Series A Directors
described in Section 2(f)(ii) of the Restated Certificate and who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇
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and (iii) so long as Canaan VII L.P. (together with its affiliates, “Canaan”) continues to own
at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one
individual designated by Canaan, which individual shall serve as one of the Series A Directors
described in Section 2(e)(ii) of the Restated Certificate and who shall initially be ▇▇▇▇▇▇
▇▇▇▇▇▇▇. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill
any vacancy created by the resignation, removal or death of a director elected pursuant to this
Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request
of any party entitled to designate a director as provided in this Section 1.2(a), each Investor
agrees to vote its Investor Shares for the removal of such director.
(b) At each election of or action by written consent to elect directors in which the holders
of Common Stock, voting as a separate class, are entitled to elect directors of the Company, the
Key Holders, the Designated Common Stockholders and the Investors shall vote all of their
respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the extent such
Investor Shares are shares of Common Stock) so as to elect the person serving as Chief Executive
Officer of the Company, who as of the date of this Agreement is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Any vote taken
to remove the director elected pursuant to this Section 1.2(b), or to fill any vacancy created by
the resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also
be subject to the provisions of this Section 1.2(b). In the event that the person serving as the
director to be elected as set forth in Section 1.2(b) ceases to serve as the Chief Executive
Officer of the Company, the Key Holders, the Designated Common Stockholders and the Investors shall
vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to
the extent such Investor Shares are shares of Common Stock) for the removal of such director at the
request of a majority of the Board of Directors excluding the director to be removed.
(c) At each election of or action by written consent to elect directors in which the holders
of Common Stock and holders of Preferred Stock, voting together as a single class on an
as-converted to Common Stock basis, are entitled to elect directors of the Company, the Key
Holders, the Designated Common Stockholders and Investors shall vote all of their respective Key
Holder Shares, Designated Holder Shares and Investor Shares so as to elect one (1) individual
designated by mutual consent of each of the other members of the Company’s Board of Directors, who
shall be an industry representative not affiliated with the Company or any Investor. Any vote
taken to remove any director elected pursuant to this Section 1.2(c), or to fill any vacancy
created by the resignation, removal or death of a director elected pursuant to this Section 1.2(c),
shall also be subject to the provisions of this Section 1.2(c).
1.3 No Liability for Election of Recommended Director. None of the parties hereto and no
officer, director, stockholder, partner, employee or agent of any party makes any representation or
warranty as to the fitness or competence of the nominee of any party hereunder to serve on the
Board of Directors by virtue of such party’s execution of this Agreement or by the act of such
party in voting for such nominee pursuant to this Agreement.
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1.4 Legend.
(a) Concurrently with the execution of this Agreement, there shall be imprinted or otherwise
placed, on certificates representing the Key Holder Shares and the Investor Shares the following
restrictive legend (the “Legend”):
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE
VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST
IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE
FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”
(b) The Company agrees that, during the term of this Agreement, it will not remove, and will
not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from
any such certificate and will place or cause to be placed the Legend on any new certificate issued
to represent Key Holder Shares, Designated Holder Shares or Investor Shares theretofore represented
by a certificate carrying the Legend. If at any time or from time to time any Key Holder,
Designated Common Stockholder or Investor holds any certificate representing shares of the
Company’s capital stock not bearing the aforementioned legend, such Key Holder, Designated Common
Stockholder or Investor agrees to deliver such certificate to the Company promptly to have such
legend placed on such certificate.
1.5 Successors. The provisions of this Agreement shall be binding upon the successors in
interest to any of the Key Holder Shares, Designated Holder Shares or Investor Shares. The Company
shall not permit the transfer of any of the Key Holder Shares, Designated Holder Shares or Investor
Shares on its books or issue a new certificate representing any of the Key Holder Shares,
Designated Holder Shares or Investor Shares unless and until the person to whom such security is to
be transferred shall have executed a written agreement, substantially in the form of this
Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound
by all the provisions hereof as if such person were a Key Holder, Designated Common Stockholder or
Investor, as applicable.
1.6 Other Rights. Except as provided by this Agreement or any other agreement entered into in
connection with the Financing, each Key Holder, Designated Common Stockholder and Investor shall
exercise the full rights of a holder of capital stock of the Company with respect to the Key Holder
Shares, Designated Holder Shares and the Investor Shares, respectively.
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1.7 Drag Along.
(a) In the event that an Acquisition or Asset Transfer (each as defined in the Restated
Certificate, as amended from time to time) (an Acquisition or an Asset Transfer being an “Approved
Transaction”) is approved by (x) the Board of Directors, (y) holders of at least sixty-five percent
(65%) of the then outstanding shares of Preferred Stock, and (z) holders of a majority of the then
outstanding shares of Common Stock (such holders under “y” and “z” being the “Requisite Holders”),
then (i) for any such Acquisition or Asset Transfer, each Key Holder, Investor and Designated
Common Stockholder agrees to be present, in person or by proxy, at all meetings for the vote
thereon or action by written consent, to vote all shares of capital stock held by such person for
and raise no objections to such Acquisition or Asset Transfer, and waive and refrain from
exercising any dissenters rights, appraisal rights or similar rights in connection with such
Acquisition or Asset Transfer and (ii) if such Acquisition is structured as a sale of the stock of
the Company, each Key Holder, Investor and Designated Common Stockholder shall agree to sell all
shares of the Company’s capital stock held by them on the terms and conditions approved by the
Requisite Holders; provided, however, in each case that such terms do not provide that such Key
Holder, Investor or Designated Common Stockholder would receive as a result of such Acquisition or
Asset Transfer less than the amount that would be distributed to such Key Holder, Investor or
Designated Common Stockholder in the event the proceeds of such Acquisition or Asset Transfer of
the Company were distributed in accordance with the liquidation preferences set forth in the
Restated Certificate, as amended from time to time.
(b) Subject to Section 1.7(a), the Key Holders, Investors and Designated Common Stockholders
shall each take all necessary and desirable actions approved by the Requisite Holders in connection
with the consummation of such Acquisition or Asset Transfer, including the execution of such
agreements and such instruments and other actions reasonably necessary to (i) provide the
representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow
agreements and other provisions and agreements relating to such Acquisition or Asset Transfer;
provided, however, that pursuant to the terms of such Acquisition or Asset Transfer, the Key
Holders, Designated Common Stockholders and Investors shall not be required to give any
representations and warranties regarding the operations and conditions (financial and otherwise) of
the Company and its business, assets and liabilities (unless such Key Holders, Designated Common
Stockholders or Investors are officers of the Company and are giving such representations and
warranties solely in such capacity as such officers and not in their capacity as a holder of the
Company’s capital stock), and (ii) effectuate the allocation and distribution of the aggregate
consideration upon such Acquisition or Asset Transfer.
1.8 Irrevocable Proxy. To secure each Key Holder’s, each Investor’s and each Designated
Common Stockholder’s obligations to vote the Key Holder Shares, the Investor Shares and the
Designated Holder Shares in accordance with this Agreement, each Key Holder, each Investor and each
Designated Common Stockholder hereby appoints the Chief Executive Officer and the Chairman of the
Board of Directors, or their designees, as such Key Holder’s, Investor’s, or Designated Common
Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power
of substitution, to vote all of such Key Holder’s Key Holder Shares, such Investor’s Investor
Shares or such Designated Common Stockholder’s Designated Holder Shares as set forth in this
Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of
such Key Holder, Investor, or
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Designated Common Stockholder if, and only if, such Key Holder, Investor or Designated Holder
fails to vote all of such Key Holder’s Key Holder Shares, such Investor’s Investor Shares or such
Designated Common Stockholder’s Designated Holder Shares, or execute such other instruments in
accordance with the provisions of this Agreement within five (5) days after the Company’s or any
other party’s written request for such Key Holder’s, Investor’s or Designated Common Stockholder’s
written consent or signature. The proxy and power granted by each Key Holder, Investor, and
Designated Common Stockholder pursuant to this Section 1.8 are coupled with an interest and are
given to secure the performance of such party’s duties under this Agreement. Each such proxy and
power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is
an individual, will survive the death, incompetency and disability of such party or any other
individual holder of the Shares and, so long as any party hereto is an entity, will survive the
merger or reorganization of such party or any other entity holding any Investor Shares, Key Holder
Shares or Designated Holder Shares.
2. Termination.
2.1 This Agreement shall continue in full force and effect from the date hereof through the
earliest of the following dates, on which date it shall terminate in its entirety:
(a) a Qualified Public Offering (as defined in the Restated Certificate);
(b) ten (10) years from the date of this Agreement;
(c) the date of the closing of an Acquisition or Asset Transfer (as defined in the Restated
Certificate); or
(d) the date as of which the parties hereto terminate this Agreement by written consent of the
holders of at least sixty-five percent (65%) of the Investor Shares, the holders of a majority of
the Key Holder Shares held by the Key Holders then providing services to the Company as officers or
employees, the written consent of ▇▇▇▇▇▇▇▇▇▇▇▇ so long as ▇▇▇▇▇▇▇▇▇▇▇▇ is entitled to designate a
director pursuant to Section 1.2(a)(i), the written consent of Norwest so long as Norwest is
entitled to designate a director pursuant to Section 1.2(a)(ii) and the written consent of Canaan
so long as Canaan is entitled to designate a director pursuant to Section 1.2(a)(iii).
3. Miscellaneous.
3.1 Ownership. Each Key Holder represents and warrants to the Investors, the Designated
Common Stockholders and the Company that (a) such Key Holder now owns the Key Holder Shares listed
on Exhibit A hereto, free and clear of liens or encumbrances, and has not, prior to or on the date
of this Agreement, executed or delivered any proxy or entered into any other voting agreement or
similar arrangement other than one which has expired or terminated prior to the date hereof, and
(b) such Key Holder has full power and capacity to execute, deliver and perform this Agreement,
which has been duly executed and delivered by, and evidences the valid and binding obligation of,
such Key Holder enforceable in accordance with its terms. Each Investor represents and warrants to
the Investors, the Designated Common Stockholders and the Company that (a) such Investor now owns,
or will own upon the Closing (as defined in the Purchase Agreement), the Investor Shares listed on
Exhibit B hereto, free and
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clear of liens or encumbrances, and has not, prior to or on the date of this Agreement,
executed or delivered any proxy or entered into any other voting agreement or similar arrangement
other than one which has expired or terminated prior to the date hereof, and (b) such Investor has
full power and capacity to execute, deliver and perform this Agreement, which has been duly
executed and delivered by, and evidences the valid and binding obligation of, such Investor
enforceable in accordance with its terms. Each Designated Common Stockholder represents and
warrants to the Designated Common Stockholders, the Investors and the Company that (a) such
Investor now owns, or will own upon the Closing (as defined in the Purchase Agreement), the
Investor Shares listed on Exhibit C hereto, free and clear of liens or encumbrances, and has not,
prior to or on the date of this Agreement, executed or delivered any proxy or entered into any
other voting agreement or similar arrangement other than one which has expired or terminated prior
to the date hereof, and (b) such Designated Common Stockholder has full power and capacity to
execute, deliver and perform this Agreement, which has been duly executed and delivered by, and
evidences the valid and binding obligation of, such Designated Common Stockholder enforceable in
accordance with its terms.
3.2 Further Action.
(a) If and whenever any Investor Shares, Key Holder Shares or Designated Holder Shares are
sold, the Investor, the Key Holder or Designated Common Stockholder selling such Investor Shares,
Key Holder Shares or Designated Holder Shares, as the case may be, or the personal representative
thereof shall do all things and execute and deliver all documents and make all transfers, and cause
any transferee of such Investor Shares, Key Holder Shares or Designated Holder Shares to do all
things and execute and deliver all documents, as may be necessary to consummate such sale
consistent with this Agreement and such that the transferee thereof agrees to be bound by this
Agreement.
(b) The Company shall not issue shares of its Common Stock, or grant any option or warrant to
purchase Common Stock, to any person or entity if such issuance or grant would result in such
person or entity holding at least one percent (1%) of the Company’s capital stock (calculated on a
fully diluted as-converted to Common Stock basis) unless such person or entity becomes a party to
this Agreement (or agrees to become a party to this Agreement upon the exercise of such option or
warrant) as a Designated Common Stockholder.
3.3 Specific Performance. The parties hereto hereby declare that it is impossible to measure
in money the damages which will accrue to a party hereto or to their heirs, personal
representatives, or assigns by reason of a failure to perform any of the obligations under this
Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any
party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such action or proceeding is
brought hereby waives the claim or defense therein that such party or such personal representative
has an adequate remedy at law, and such person shall not offer in any such action or proceeding the
claim or defense that such remedy at law exists.
3.4 Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Delaware as such laws are applied to agreements among Delaware residents entered into and
performed entirely within the State of Delaware, without reference to the
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conflict of laws provisions thereof. The parties agree that any action brought by either
party under or in relation to this Agreement, including without limitation to interpret or enforce
any provision of this Agreement, shall be brought in, and each party agrees to and does hereby
submit to the jurisdiction and venue of, any state or federal court located in the County of Santa
Clara, California.
3.5 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this
Agreement waived) only upon the written consent of (i) the Company, (ii) holders of at least
sixty-five percent (65%) of the Preferred Stock, voting as a separate class on an as-converted to
Common Stock basis and (iii) holders of a majority of the Key Holder Shares held by the Key
Holders then providing services to the Company as officers or employees. Any amendment
or waiver so effected shall be binding upon the Company, each of the parties hereto and any
assignee of any such party; provided, however, that notwithstanding the foregoing, (w) Section
1.2(a)(i) of this Agreement shall not be amended or waived without the written consent of
▇▇▇▇▇▇▇▇▇▇▇▇ so long as such party is entitled to designate a director pursuant to Section
1.2(a)(i), (x) Section 1.2(a)(ii) of this Agreement shall not be amended or waived without the
written consent of Norwest so long as such party is entitled to designate a director pursuant to
Section 1.2(a)(ii) and the written consent of Canaan so long as such party is entitled to designate
a director pursuant to Section 1.2(a)(iii), and (y) Section 1.7 of this Agreement shall not be
amended in a manner that adversely affects the Key Holders in a manner different than the Investors
without the consent of the holders of a majority of the Key Holder Shares held by the Key Holders
then providing services to the Company as officers or employees. Notwithstanding the foregoing, no
consent of any party hereto shall be necessary to include as a party to this Agreement any
additional holders of Common Stock or Preferred Stock as “Key Holders,” “Investors” or “Designated
Common Stockholders.”
3.6 Severability. In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein. In such event, the parties shall negotiate, in good faith, a legal, valid and
enforceable substitute provision which most nearly effects, to the extent legally possible, the
same economic, business or other purposes of the invalid, illegal or unenforceable provision. A
court of competent jurisdiction may replace such invalid, illegal or unenforceable provision of
this Agreement with a valid and enforceable provision that will achieve, to the extent possible,
the same economic, business and other purposes of the invalid, illegal or unenforceable provision.
3.7 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors, assigns, heirs, executors and
administrators and other legal representatives.
3.8 Additional Shares. In the event that subsequent to the date of this Agreement any shares
or other securities are issued on, or in exchange for, any of the Key Holder Shares, Designated
Holder Shares or Investor Shares by reason of any stock dividend, stock split, combination of
shares, reclassification or the like, such shares or securities shall be deemed to be
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Key Holder Shares, Designated Holder Shares or Investor Shares, as the case may be, for
purposes of this Agreement.
3.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which together shall constitute one instrument.
3.10 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any
other party shall be construed as a waiver of any rights or remedies of any other party hereto or
with respect to any subsequent breach.
3.11 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power
or remedy accruing to any party, upon any breach, default or noncompliance by another party under
this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any
similar breach, default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent or approval of any kind or character on any party’s part of any breach,
default or noncompliance under this Agreement or any waiver on such party’s part of any provisions
or conditions of this Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement by law, or
otherwise afforded to any party, shall be cumulative and not alternative.
3.12 Attorney’s Fees. In the event that any suit or action is instituted under or in relation
to this Agreement, including without limitation to enforce any provision in this Agreement, the
prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
3.13 Notices. All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the Company at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: General Counsel and a copy (which shall not constitute notice) shall also be sent
to Fenwick & West, LLP, Silicon Valley Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and to each holder at the address set forth on the exhibits
attached hereto or at such other address, facsimile number or electronic mail address as the
Company or holder may designate by ten (10) days advance written notice to the other parties
hereto. For purposes of this Section 3.13, a “business day” means a weekday on which banks are
open for general banking business in San Francisco, California.
3.14 Entire Agreement. This Agreement and the Exhibits hereto, along with the Purchase
Agreement and the other documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and
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thereof and supersedes in its entirety the Prior Agreement, which shall have no further force
or effect. No party shall be liable or bound to any other in any manner by any oral or written
representations, warranties, covenants and agreements except as specifically set forth herein and
therein. Each party expressly represents and warrants that it is not relying on any oral or written
representations, warranties, covenants or agreements outside of this Agreement.
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In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
COMPANY:
LendingClub Corporation
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||
| Title: | President & CEO | |||||
| KEY HOLDER: | ||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTORS: | ||||||
| Foundation Capital VI, L.P. | ||||||
| By: Foundation Capital Management Co. | ||||||
| VI, LLC, its Manager | ||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||
| Title: | General Partner | |||||
| Foundation Capital VI Principals Fund, LLC | ||||||
| By: Foundation Capital Management Co. | ||||||
| VI, LLC, its Manager | ||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||
| Title: | General Partner | |||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTOR: | ||||||||
| Norwest Venture Partners X. LP | ||||||||
| By: Genesis VC Partners X, LLC, its | ||||||||
| General Partner | ||||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTORS: | ||||||||
| Canaan VII L.P. | ||||||||
| By: Canaan Partners VII LLC | ||||||||
| By: | /s/ ▇▇▇ ▇. ▇▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTOR: | ||||||||
| ▇▇▇▇▇▇▇▇▇▇▇▇ Ventures IX, L.P. | ||||||||
| By: ▇▇▇▇▇▇▇▇▇▇▇▇ Management Partners IX, | ||||||||
| LLC, Its Managing Partner | ||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTORS: | ||||||||
| Bay Partners XI, L.P. | ||||||||
| By: Bay Management Company XI, LLC, | ||||||||
| General Partner | ||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
| Bay Partners XI Parallel Fund, L.P. | ||||||||
| By: Bay Management Company XI, LLC, | ||||||||
| General Partner | ||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTOR: | ||||||||
| Gold Hill Venture Lending 03, LP | ||||||||
| By: Gold Hill Venture Lending Partners 03, | ||||||||
| LLC General Partner | ||||||||
| By: | /s/ ▇▇▇ ▇▇▇▇ | |||||||
| Name: | ||||||||
| Title: | ||||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| INVESTOR: | ||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
In Witness Whereof, the parties hereto have executed this Amended and Restated
Voting Agreement as of the date first above written.
| DESIGNATED COMMON STOCKHOLDERS: | ||||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||
| Bracket Media Group, LLC | ||||||||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||
| ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||
| ▇▇▇-▇▇▇▇▇▇ Family Trust | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Sagax Development Corp. | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
Signature Page
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
Exhibit A
LIST OF KEY HOLDERS
| Shares of | ||||
| Name and Address of Key Holder | Common Stock | |||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
4,355,000 | |||
Exhibit A
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
Exhibit B
LIST OF INVESTORS
LIST OF INVESTORS
Foundation Capital VI, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Foundation Capital VI Principals Fund, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Norwest Venture Partners X, LP
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Canaan VII L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ Ventures, IX, LP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Bay Partners XI, L.P.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Bay Partners XI Parallel Fund, L.P.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/o Canaan VII L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
c/o Canaan VII L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sagax Development Corp.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Living Trust
Exhibit B
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
F&W Investments II LLC — Series 2008
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
Pierre Latecoere
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
The ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ Family Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Gold
Hill Venture Lending 03, LP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
Exhibit B
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement
Exhibit C
LIST OF DESIGNATED COMMON STOCKHOLDERS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Bracket Media Group, LLC
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇-▇▇▇▇▇▇ Family Trust dated 7/17/1997
Exhibit C
Amended and Restated Voting Agreement
Amended and Restated Voting Agreement