Note Purchase AgreementNote Purchase Agreement • June 20th, 2008 • LendingClub Corp • Delaware
The following terms constitute a binding agreement (“Agreement”) between you and LendingClub Corporation, a Delaware corporation (“LendingClub”, “we”, or “us”). “You” as used in this Agreement refers to you as a lender member. 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”) and the Prospectus as defined below, 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 on LendingClub’s web site lending marketplace at www.Lendingclub.com and any subdomain thereof (the “Site”), you consent to our privacy policy, agree to transact business with us electronically, and agree to have any dispute with us resolved by binding arbitration.
WARRANT TO PURCHASE PREFERRED STOCK OF LENDINGCLUB CORPORATIONWarrant Agreement • June 20th, 2008 • LendingClub Corp • California
This Warrant is issued in connection with the issuance of that certain Secured Promissory Note dated as of ___, 2008 (the “Note”), issued to the original holder of this Warrant.
ContractSecured Promissory Note • June 20th, 2008 • LendingClub Corp • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
