—] Shares LENDINGCLUB CORPORATION [—] COMMON STOCK $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2014 • LendingClub Corp • Finance services • New York
INDEMNITY AGREEMENTIndemnity Agreement • December 1st, 2014 • LendingClub Corp • Finance services • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between LendingClub Corporation, a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2014 • LendingClub Corp • Finance services • California
THIS EMPLOYMENT AGREEMENT (the Agreement”) is entered into as of , 2014, by and between Lending Club Corporation (the “Company”) and Renaud Laplanche (the “Executive”).
LENDINGCLUB CORPORATION WARRANT TO PURCHASE SERIES A PREFERRED STOCKWarrant Agreement • December 1st, 2014 • LendingClub Corp • Finance services • Delaware
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase from LENDINGCLUB CORPORATION, a Delaware corporation, with its principal office at 440 North Wolfe Road, Sunnyvale, CA 94085 (the “Company”) Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated , 20 by and among the Company and the Purchasers set forth on the Schedule of Purchasers thereto (the “Purchase Agreement”).
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES...Warrant Agreement • December 1st, 2014 • LendingClub Corp • Finance services • Delaware
THIS CERTIFIES that, for value received, , or assigns (the “Holder”), shall be entitled to subscribe for and purchase from LENDINGCLUB CORPORATION, a Delaware corporation (the “Corporation”), shares (the “Warrant Shares”) of Common Stock, $0.01 par value per share of the Corporation (the “Common Stock”), at the Exercise Price (as defined in Section 2 hereof), during the Exercise Period (as defined in Section 1 hereof), pursuant to the terms and subject to the conditions hereof.
