THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and UPSTART NETWORK, INC., as Purchaser Dated as of January 1, 2019Loan Sale Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
THIS THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 1, 2019 (“Effective Date”), is made by and between CROSS RIVER BANK, a New Jersey state-chartered bank with its principal offices located at 400 Kelby Street, Fort Lee, New Jersey, 07024 (“Bank”), and UPSTART NETWORK, INC., a Delaware corporation, with its principal offices located at Two Circle Star Way, San Carlos, California 94070 (“Purchaser”).
TRANSUNION MASTER AGREEMENT FOR CONSUMER REPORTING AND ANCILLARY SERVICESTransunion Master Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • Illinois
This TransUnion Master Agreement for Consumer Reporting and Ancillary Services (“Agreement”) is made and entered as of this 20 date of March 20 15 (the “Effective Date”), by and between Trans Union LLC, with its principal place of business at 555 West Adams, Chicago, Illinois 60661 (“TransUnion”), and Upstart Network, Inc. with its principal place of business at 345 Yale Street, Palo Alto, CA 94306 (“Subscriber). In consideration of the promises and mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TransUnion and Subscriber hereby agree as follows:
UPSTART HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2018, by and among Upstart Holdings, Inc., a Delaware corporation (the “Company”), David Girouard (the “Founder”), the holders of outstanding Preferred Stock of the Company listed on Schedule 1 hereto (the “Existing Preferred Holders”) and the purchasers of Series D Preferred Stock of the Company listed on Schedule 2 hereto (the “New Investors” and, together with the Existing Preferred Holders, the “Investors”).
REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART WAREHOUSE TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent Dated as of May 23, 2018Credit and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of May 23, 2018 among UPSTART WAREHOUSE TRUST, a Delaware statutory trust (“Borrower” or “Trust”), the LENDERS from time to time party hereto and DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Facility Agent”).
SECOND AMENDED & RESTATED PROMOTION AGREEMENT (PERSONAL LOANS)Promotion Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • California
This Second Amended & Restated PROMOTION AGREEMENT (“Agreement”) is made as of November 6, 2020 (“Effective Date”) by and between Upstart Network, Inc., a Delaware corporation with its principal office located at 2950 S. Delaware St., #300, San Mateo, CA 94403 (“Advertiser”) and Credit Karma Offers, Inc., a Delaware corporation with its principal office located at 760 Market St., 10th Floor, San Francisco, CA 94102 (“Company”).
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • California
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), UPSTART HOLDINGS, INC., a Delaware corporation (“Upstart Holdings”), and UPSTART NETWORK, INC., a Delaware corporation (“Upstart Network”, and together with Upstart Holdings, each a “Co-Borrower” and collectively, “Co-Borrowers”), provides the terms on which Bank shall lend to Co-Borrowers, and Co-Borrowers shall repay Bank. The parties agree as follows:
ContractPreferred Stock Purchase Warrant • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT among UPSTART LOAN TRUST, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and GOLDMAN SACHS BANK USA, as Administrative Agent Dated as of May 22, 2020Revolving Credit and Security Agreement • November 6th, 2020 • Upstart Holdings, Inc. • Finance services • New York
WHEREAS, pursuant to that certain Revolving Credit and Security Agreement, dated as of November 20, 2015, by and among the Borrower, the Administrative Agent and the Lenders party thereto (as amended prior to the date hereof, the “Original Credit Agreement”), the Lenders made available to the Borrower a revolving credit facility upon and subject to the terms and conditions set forth in such agreement; and
