0000950123-11-072076 Sample Contracts

LENDINGCLUB CORPORATION AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT JULY 28, 2011
Sale Agreement • August 3rd, 2011 • LendingClub Corp • Finance services • California

This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made and entered into as of this 28th day of July, 2011, 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”).

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LENDINGCLUB CORPORATION AMENDED AND RESTATED VOTING AGREEMENT JULY 28, 2011
Voting Agreement • August 3rd, 2011 • LendingClub Corp • Finance services • Delaware

This Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of this 28th day of July, 2011, 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 JULY 28, 2011
Investor Rights Agreement • August 3rd, 2011 • LendingClub Corp • Finance services • California

This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 28th day of July, 2011, 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 SERIES D PREFERRED STOCK PURCHASE AGREEMENT JULY 28, 2011
Series D Preferred Stock Purchase Agreement • August 3rd, 2011 • LendingClub Corp • Finance services • California

This Series D Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 28, 2011, 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”).

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