exv10w3






Exhibit 10.3




AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the
Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and LENDINGCLUB
CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to
Borrower and Borrower shall repay Bank. The parties agree as follows:



Recitals




     A. Borrower is engaged in the business of purchasing and servicing Borrower Member Loans (as
defined herein). Upon the making of a Borrower Member Loan, Borrower purchases such Borrower
Member Loan pursuant to the Loan Servicing Documents. In order to fund the making and purchase of
each Borrower Member Loan, Borrower issues and sells to Lender Members, and such Lender Members
purchase from Borrower, debt securities issued pursuant to an indenture, each series of which
corresponds to a specific Borrower Member Loan (“Borrower Securities”). The Borrower Securities
are repaid by Borrower solely from the proceeds of such Borrower Member Loan and otherwise are
without recourse to Borrower.



     B. Borrower and Bank entered into that certain Loan and Security Agreement dated October 29,
2007 (as amended from time to time, the “Prior Loan Agreement”). Pursuant to the Prior Loan
Agreement, Bank made Growth Capital Advances to Borrower in the original principal amount of Three
Million Dollars ($3,000,000) (the “Existing Growth Capital Line”).



     C. Bank has ceased making Growth Capital Advances to Borrower pursuant to that certain
Forbearance Agreement by and between Bank and Borrower dated June 6, 2008 (the “Forbearance
Agreement”).



     D. Borrower is in the process of seeking approval of the SEC (as defined herein) of the
registration on Form S-1 filed by Borrower with the SEC and amendments thereto (the “Registration
Statement”) of certain securities to be issued to Lender Members (as defined below) in connection
with designated Borrower Member Loans (as defined below) purchased by Borrower from WebBank (the
“SEC Registration”). In connection with the SEC Registration, Borrower has proposed to restructure
its operations as described in the Registration Statement (the “Restructuring”). Copies of the
Registration Statement which have been filed as of the date of this Agreement have been provided to
Bank by Borrower.



     E. Pursuant to that certain letter agreement dated June 18, 2008 among Borrower, Bank and Gold
Hill, Bank has agreed in principle (subject to the terms and conditions thereof) to amend and
restate the Prior Loan Agreement to accommodate changes necessary to implement the Restructuring.
These changes include, among other things, (i) evidencing each Borrower Member Loan originated by
WebBank and sold to Borrower by no more than two (2) promissory notes in favor of WebBank, which
promissory notes are assigned by WebBank to Borrower: one being a Borrower Member Note (as defined
herein) in the principal amount equal to the portion of the Eligible Loan being financed
collectively by Lender Members, and the other promissory note in the principal amount equal to the
portion of the Eligible Loan, if any, financed by Bank (each being, a Financed Loan Note as that
term is defined herein), (ii) having Borrower issue and sell its own securities (rather than sell
individual promissory notes issued by Borrower Members) to Lender Members, the payments on such
securities being dependent on the repayment of the associated Borrower Member Loan held by
Borrower, (iii) establishing three unencumbered



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accounts to manage the funding of and the proceeds from Borrower Member Loans: (A) a “clearing
account” into which all Borrower Member Loan proceeds are deposited, (B) a “trust account” into
which amounts owed to Lender Members are deposited, and (C) a “borrower account” which Borrower
uses to process “test” amounts for Borrower Members in connection with Borrower’s website.



     F. Borrower has requested, and Bank has agreed, that Bank (i) waive the Restructuring Defaults
(as defined herein), (ii) accommodate the Restructuring, (iii) make supplemental growth capital
advances available to Borrower, and (iv) replace, amend and restate the Prior Loan Agreement in its
entirety.



     G. In consideration of the foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower hereby amends and restates the
Prior Loan Agreement in its entirety and covenants, promises, agrees, represents and warrants, with
and for the benefit of Bank, as follows:



     1 ACCOUNTING AND OTHER TERMS



     Accounting terms not defined in this Agreement shall be construed following GAAP.
Calculations and determinations must be made following GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the
Code to the extent such terms are defined therein.



     2 LOAN AND TERMS OF PAYMENT



     2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding
principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due
in accordance with this Agreement.



     2.2 Existing Growth Capital Line.



          (a) Outstanding Amounts. Borrower acknowledges and agrees that as of the Effective
Date, the outstanding principal balance on the Existing Growth Capital Line is Two Million One
Hundred Eighty Thousand Sixty Seven and 77/100 Dollars ($2,180,067.77), and that such sum is not
subject to any offset or defense of any kind whatsoever, and in the event Borrower has any offsets
or defenses thereto, Borrower hereby irrevocably waives all such offsets and defenses. Borrower
acknowledges and agrees that there is no further availability to borrow under the Existing Growth
Capital Line. Borrower will continue to repay the outstanding balance of the Existing Growth
Capital Line in accordance with the terms set forth herein. The principal amount outstanding under
the Existing Growth Capital Line shall accrue interest in accordance with the terms set forth
herein.




          (b) Repayment. For each Growth Capital Advance, Borrower shall make thirty-six (36)
equal payments of principal and interest beginning on the first (1st) day of the
calendar month following such Growth Capital Advance (the “First Payment Date”) and continuing on
the first (1st) day of each month thereafter. Notwithstanding the foregoing, all unpaid
principal and interest on each Growth Capital Advance shall be due on the applicable



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Growth Capital Maturity Date. A Growth Capital Advance may only be prepaid in accordance with
Sections 2.2(d) and 2.2(e).




          (c) Final Payment. On the earlier of (i) the Growth Capital Maturity Date, or (ii)
the termination of the Growth Capital Line, Borrower shall pay, in addition to the outstanding
principal, accrued and unpaid interest, and all other amounts due on such date, an amount equal to
the Final Payment.




          (d) Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are
accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Bank
an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest, (ii)
the Final Payment, and (iii) all other sums, if any, that shall have become due and payable,
including interest at the Default Rate with respect to any past due amounts.




          (e) Permitted Prepayment of Growth Capital Advances. So long as no Event of Default
has occurred and is continuing, Borrower shall have the option to prepay all, but not less than
all, of any Growth Capital Advance advanced by Bank under this Agreement, provided Borrower (i)
delivers written notice to Bank of its election to prepay such Growth Capital Advance at least
thirty (30) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) all
outstanding principal plus accrued and unpaid interest for such Growth Capital Advance, (B) the
Final Payment for such Growth Capital Advance, and (C) all other sums, if any, that shall have
become due and payable for such Growth Capital Advance, including interest at the Default Rate with
respect to any past due amounts.




     2.3 Supplemental Growth Capital Advances.



          (a) Availability. Subject to the terms and conditions of this Agreement, Bank shall
make advances (each, a “Supplemental Growth Capital Advance” and, collectively, “Supplemental
Growth Capital Advances”) to Borrower through the Draw Period not exceeding the Supplemental Growth
Capital Line. Each Supplemental Growth Capital Advance, other than the final Supplemental Growth
Capital Advance, must be in an amount not less than the lesser of (i) Five Hundred Thousand Dollars
($500,000), or (ii) the amount that has not been drawn under the Supplemental Growth Capital Line.
When repaid, the Supplemental Growth Capital Advances may not be reborrowed.




          (b) Repayment. Each Supplemental Growth Capital Advance shall immediately amortize
and be payable thirty-six (36) equal payments of principal and interest beginning on the first
(1st) day of the calendar month following such Supplemental Growth Capital Advance (the
“Supplemental First Payment Date”) and continuing on the first (1st) day of each month
thereafter. Notwithstanding the foregoing, all unpaid principal and interest on each Supplemental
Growth Capital Advance shall be due on the applicable Supplemental Growth Capital Maturity Date. A
Supplemental Growth Capital Advance may only be prepaid in accordance with Sections 2.3(d) and
2.3(e).




          (c) Supplemental Final Payment. On the earlier of (i) the Supplemental Growth Capital
Maturity Date, or (ii) the termination of the Supplemental Growth Capital Line,



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Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and
all other amounts due on such date, an amount equal to the Supplemental Final Payment.




          (d) Mandatory Prepayment Upon an Acceleration. If the Supplemental Growth Capital
Advances are accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued
and unpaid interest, (ii) the Supplemental Final Payment, and (iii) all other sums, if any, that
shall have become due and payable, including interest at the Default Rate with respect to any past
due amounts.




          (e) Permitted Prepayment of Growth Capital Advances. So long as no Event of Default
has occurred and is continuing, Borrower shall have the option to prepay all, but not less than
all, of any Supplemental Growth Capital Advance advanced by Bank under this Agreement, provided
Borrower (i) delivers written notice to Bank of its election to prepay such Supplemental Growth
Capital Advance at least thirty (30) days prior to such prepayment, and (ii) pays, on the date of
such prepayment (A) all outstanding principal plus accrued and unpaid interest for such
Supplemental Growth Capital Advance, (B) the Supplemental Final Payment for such Supplemental
Growth Capital Advance, and (C) all other sums, if any, that shall have become due and payable for
such Supplemental Growth Capital Advance, including interest at the Default Rate with respect to
any past due amounts.




     2.4 Mandatory Prepayment Upon Prepayment of Eligible Loans. On the last day of each of
Borrower’s fiscal quarters and at any other times as requested by Bank, Borrower shall pay to Bank,
the aggregate amount of Financed Loans which were repaid or which constitutes a Charge-off, in
whole or in part, during such fiscal quarter. On the Effective Date, Borrower shall pay to Bank,
the aggregate amount of Financed Loans which have been repaid or which constitute a Charge-off, in
whole or in part, prior to the Effective Date, which payments shall be applied to the Financed
Loans.



     2.5 Payment of Interest on the Credit Extensions.



          (a) Interest Rate.




               (i) Growth Capital Advances. Subject to Section 2.5(b), the principal amount
outstanding for each Growth Capital Advance shall continue to accrue interest at a per annum rate
fixed as of the Funding Date of each such Growth Capital Advance equal to the greater of (A) the
Prime Rate plus three-quarters of one percent (0.75%) or (B) eight and one-half of one percent
(8.50%), which interest shall be payable monthly in accordance with Section 2.5(e) below.



               (ii) Supplemental Growth Capital Advances. Subject to Section 2.5(b), the principal
amount outstanding for each Supplemental Growth Capital Advance shall accrue interest at a fixed
per annum rate of ten percent (10%), which interest shall be payable monthly in accordance with
Section 2.5(e) below.



          (b) Default Rate. Immediately upon the occurrence and during the continuance of an
Event of Default, Obligations shall bear interest at a rate per annum which is five percentage
points (5.0%) above the rate that is otherwise applicable thereto (the “Default




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Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.5(b)
is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank.




          (c) 360-Day Year. Interest shall be computed on the basis of a 360-day year for the
actual number of days elapsed.




          (d) Debit of Accounts. Bank may debit the Operating Account or any of Borrower’s
other deposit accounts, but not including the Clearing Account, Trust Account, Borrower Account, or
Investor Account, for principal and interest payments or any other amounts Borrower owes Bank when
due. These debits shall not constitute a set-off.




          (e) Payments. Unless otherwise provided, interest is payable monthly on the first
(1st) calendar day of each month. Payments of principal and/or interest received after
12:00 p.m. Pacific time are considered received at the opening of business on the next Business
Day. When a payment is due on a day that is not a Business Day, the payment is due the next
Business Day and additional fees or interest, as applicable, shall continue to accrue.




     2.6 Fees. Borrower shall pay to Bank:



          (a) Commitment Fee. A fully earned, non-refundable commitment fee of Five Thousand
Dollars ($5,000), on the Effective Date; and




          (b) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and
expenses, plus expenses, for documentation and negotiation of this Agreement) incurred through and
after the Effective Date, when due.




     3 CONDITIONS OF LOANS



     3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial
Credit Extension following the Effective Date is subject to the condition precedent that Borrower
shall consent to or shall have delivered, in form and substance satisfactory to Bank, such
documents, and completion of such other matters, as Bank may reasonably deem necessary or
appropriate, including, without limitation each of the below (collectively, the “Conditions to
Effectiveness”):



          (a) duly executed original signatures to the Loan Documents to which it is a party;




          (b) a duly executed original signature to the Warrant dated as of the Effective Date;




          (c) duly executed original signatures to the Control Agreements;




          (d) its Operating Documents and a good standing certificate of Borrower certified by the
Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to
the Effective Date;




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          (e) certified copies, dated as of a recent date, of financing statement searches, as Bank
shall request, accompanied by written evidence (including any UCC termination statements) that the
Liens indicated in any such financing statements either constitute Permitted Liens or have been or,
in connection with the initial Credit Extension, will be terminated or released;




          (f) a copy of its Registration Rights Agreement or Investors’ Rights Agreement and any
amendments thereto;




          (g) evidence satisfactory to Bank that the insurance policies required by Section 6.4 hereof
are in full force and effect, together with appropriate evidence showing loss payable and/or
additional insured clauses or endorsements in favor of Bank; and




          (h) payment of the fees and Bank Expenses then due as specified in Section 2.6 hereof; and




          (i) evidence that the Registration Statement has been declared effective by the SEC on terms
substantially similar to the form provided to, and approved by, Bank prior to the date hereof;




          (j) payment to Bank of the amounts set forth in Section 2.4 hereof; and




          (k) evidence satisfactory to Bank that Borrower has received at least Four Million Dollars
($4,000,000) in proceeds from the Series A Extension.




     IN ADDITION, IF ALL OF THE CONDITIONS TO EFFECTIVENESS ARE NOT SATISFIED ON OR BEFORE OCTOBER
15, 2008, THIS AGREEMENT SHALL BE NULL AND VOID UNLESS OTHERWISE AGREED TO IN WRITING BY BANK AND
THE PRIOR LOAN AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.



     3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit
Extension, including the initial Credit Extension, is subject to the following:



          (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance
Form;




          (b) the representations and warranties in Section 5 shall be true in all material respects on
the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided,
however, that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date, and no Default or Event of
Default shall have occurred and be continuing or result from the Credit Extension. Each Credit
Extension is Borrower’s representation and warranty on that date that the representations and
warranties in Section 5 remain true in all material respects; provided, however, that such
materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided,





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further that those representations and warranties expressly referring to a specific date shall
be true, accurate and complete in all material respects as of such date; and




          (c) in Bank’s sole but good faith discretion, any material impairment in the general affairs,
management, results of operation, financial condition or the prospect of repayment of the
Obligations, or there has not been any material adverse deviation by Borrower from the most recent
business plan of Borrower presented to and accepted by Bank.




     3.3 Covenant to Deliver.



     Borrower agrees to deliver to Bank each item required to be delivered to Bank under this
Agreement as a condition to any Credit Extension. Borrower expressly agrees that the extension of
a Credit Extension prior to the receipt by Bank of any such item shall not constitute a waiver by
Bank of Borrower’s obligation to deliver such item, and any such extension in the absence of a
required item shall be in Bank’s sole discretion.



     3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable
conditions to the making of a Growth Capital Advance and Supplemental Growth Capital Advance set
forth in this Agreement, to obtain a Growth Capital Advance or Supplemental Growth Capital Advance,
Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or
telephone by 12:00 p.m. Pacific time on the Funding Date of the Growth Capital Advance or
Supplemental Growth Capital Advance. Together with any such electronic or facsimile notification,
Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form
executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice
given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit
Growth Capital Advances and Supplemental Growth Capital Advances to the Operating Account. Bank
may make Growth Capital Advances and Supplemental Growth Capital Advances under this Agreement
based on instructions from a Responsible Officer or his or her designee or without instructions if
the Growth Capital Advances or Supplemental Growth Capital Advances are necessary to meet
Obligations which have become due.



     4 CREATION OF SECURITY INTEREST



     4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and
performance in full of all of the Obligations, a continuing security interest in, and pledges to
Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. Borrower represents, warrants, and covenants that the security
interest granted herein is and shall at all times continue to be a first priority perfected
security interest in the Collateral (subject only to Permitted Liens that may have superior
priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim,
Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof
and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory
to Bank.



     Bank and Borrower hereby acknowledge and agree that, notwithstanding anything set forth to the
contrary herein, (a) the Collateral shall include all amounts deposited into the



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Clearing Account, to the extent that such amounts are proceeds of Financed Loans, and (b) the
first priority security interest granted by Borrower to Bank pursuant to this Agreement shall at
all times remain in full force and effect with respect to all proceeds of, and any other amounts
received in connection with, all Financed Loans regardless of the locations of such proceeds and
amounts, including, without limitation, any such proceeds and amounts deposited into the Clearing
Account.



     Borrower hereby assigns, pledges, delivers, and transfers to Bank and hereby grants to Bank, a
continuing first priority security interest in and against all right, title and interest of the
following, whether now or hereafter existing or acquired by Borrower: (a) all Pledged CDs issued
from time to time and general intangibles arising therefrom or relating thereto; and all documents,
instruments and agreements evidencing the same; and all extensions, renewals, modifications and
replacements of the foregoing; and any interest or other amounts payable in connection therewith;
(b) all proceeds of the foregoing (including whatever is receivable or received when any Pledged CD
or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed
of, whether such disposition is voluntary or involuntary, including rights to payment and return
premiums and insurance proceeds under insurance with respect to any Pledged CD, all rights to
payment with respect to any cause of action affecting or relating to any Pledged CD); and (c) all
renewals, replacements and substitutions of items of any Pledged CD. The parties to this Agreement
do not intend that Borrower’s delivery of any Pledged CD to Bank as herein provided will constitute
an advance payment of any Obligations or liquidated damages, nor do the parties intend that any
Pledged CD increase the dollar amount of the Obligations.



     If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment
in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions
has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the
Collateral and all rights therein shall revert to Borrower.



     4.2 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file
financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or
protect Bank’s interest or rights hereunder.



     5 REPRESENTATIONS AND WARRANTIES



     Borrower represents and warrants as follows:



     5.1 Due Organization, Authorization; Power and Authority. Borrower is a corporation duly
existing and in good standing in its jurisdiction of formation and is qualified and licensed to do
business and is in good standing (except as set forth in the Disclosure Schedule attached hereto)
in any jurisdiction in which the conduct of its business or its ownership of property requires that
it be qualified except where the failure to do so could not reasonably be expected to have a
material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has
delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”.
Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on
the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the
type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the
Perfection Certificate accurately sets forth Borrower’s



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organizational identification number or accurately states that Borrower has
none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if
more than one, its chief executive office as well as Borrower’s mailing address (if different than
its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five
(5) years, changed its jurisdiction of formation, organizational structure or type, or any
organizational number assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete
(it being understood and agreed that Borrower may from time to time update certain information in
the Perfection Certificate after the Effective Date to the extent permitted by one or more specific
provisions in this Agreement).



     The execution, delivery and performance by Borrower of the Loan Documents to which it is a
party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating
Documents, (ii) contravene, conflict with, constitute a default under or violate any material
Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by which Borrower or any
its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any
action by, filing, registration, or qualification with, or Governmental Approval from, any
Governmental Authority (except such Governmental Approvals which have already been obtained and are
in full force and effect) or are being obtained pursuant to Section 6.1(b)) or (v) constitute an
event of default under any material agreement by which Borrower is bound. Borrower is not in
default under any agreement to which it is a party or by which it is bound in which the default
could have a material adverse effect on Borrower’s business.



     5.2 Collateral. Borrower has good title to, has rights in, and the power to transfer each
item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and
all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts
with Bank, the Clearing Account, the Trust Account, the Borrower Account, the Lockbox Account, the
Investor Account, the deposit accounts, if any, described in the Perfection Certificate delivered
to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions
as are necessary to give Bank a perfected security interest therein.



     The Collateral is not in the possession of any third party bailee (such as a warehouse) except
as otherwise provided in the Perfection Certificate. None of the components of the Collateral
shall be maintained at locations other than as provided in the Perfection Certificate or as
Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date
hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then
Borrower will first receive the written consent of Bank and such bailee must execute and deliver a
bailee agreement in form and substance satisfactory to Bank in its sole discretion.



     5.3 Litigation. There are no actions or proceedings pending or, to the knowledge of the
Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries
involving more than Fifty Thousand Dollars ($50,000).



     5.4 No Material Deviation in Financial Statements. All consolidated financial statements for
Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects
Borrower’s consolidated financial condition and Borrower’s consolidated




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results of operations. There has not been any material deterioration in Borrower’s consolidated
financial condition since the date of the most recent financial statements submitted to Bank.




     5.5 Solvency. The fair salable value of Borrower’s assets (including goodwill minus
disposition costs) exceeds the fair value of its liabilities; Borrower is not left with
unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay
its debts (including trade debts) as they mature.



     5.6 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled”
by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its
important activities in extending credit for margin stock (under Regulations T and U of the Federal
Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair
Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an
“affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is
defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any
laws, ordinances or rules, the violation of which could reasonably be expected to have a material
adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or
assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by
previous Persons, in disposing, producing, storing, treating, or transporting any hazardous
substance other than legally. Borrower and each of its Subsidiaries have obtained all consents,
approvals and authorizations of, made all declarations or filings with, and given all notices to,
all Governmental Authorities that are necessary to continue their respective businesses as
currently conducted.



     5.7 Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other
equity securities except for Permitted Investments.



     5.8 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required
tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any
contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes
by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in
writing of the commencement of, and any material development in, the proceedings, (c) posts bonds
or takes any other steps required to prevent the Governmental Authority levying such contested
taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”.
Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years
which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all
amounts necessary to fund all present pension, profit sharing and deferred compensation plans in
accordance with their terms, and Borrower has not withdrawn from participation in, and has not
permitted partial or complete termination of, or permitted the occurrence of any other event with
respect to, any such plan which could reasonably be expected to result in any liability of
Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.



     5.9 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as
working capital, and to fund its general business requirements and not for personal, family,
household or agricultural purposes.



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     5.10 Full Disclosure. No written representation, warranty or other statement of Borrower in
any certificate or written statement given to Bank, as of the date such representation, warranty,
or other statement was made, taken together with all such written certificates and written
statements given to Bank, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or statements not
misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in
good faith and based upon reasonable assumptions are not viewed as facts and that actual results
during the period or periods covered by such projections and forecasts may differ from the
projected or forecasted results).



     5.11 Financed Loans. Borrower represents and warrants for each Financed Loan:



          (a) The Financed Loans are bona fide, existing obligations of the Borrower Members;




          (b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber
such Financed Loan;




          (c) The amount of such Financed Loan is not disputed;




          (d) Such Financed Loan is due to Borrower, is not past due or in default, has not been
previously sold, assigned, transferred, or pledged and is free of any Liens, security interests and
encumbrances other than Permitted Liens;




          (e) The Financed Loan Note is in Borrower’s possession and has not been transferred to any
third party;




          (f) Borrower reasonably believes no Borrower Member is insolvent or subject to any Insolvency
Proceedings;




          (g) The Financed Loan is not the subject of an Insolvency Proceeding and Borrower does not
anticipate any filing;




          (h) Bank has the right to endorse and/ or require Borrower to endorse all Financed Loan Notes;




          (i) In facilitating Financed Loans by Borrower Members from WebBank and purchasing and
servicing such Financed Loans, Borrower has complied in all material respects with all applicable
federal, state and local laws, including without limitation, securities, usury, truth-in-lending,
equal credit opportunity, fair credit reporting, licensing or other similar laws. Borrower has
made commercially reasonable efforts to authenticate the identity of each Borrower Member and to
verify information provided by the Borrower Member in connection with each Financed Loan. Based on
such authentication and verification, Borrower represents and warrants to the best of its knowledge
that (i) each Borrower Member had full legal capacity to execute and deliver all loan documents
evidencing the Financed Loan made to such Borrower Member and (ii) each loan document evidencing
each Financed Loan is the legal, valid and binding obligation of the applicable Borrower Member and
is enforceable in accordance with its terms.




12









 








     6  AFFIRMATIVE COVENANTS



     Borrower shall do all of the following:



     6.1  Government Compliance.



          (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their
respective jurisdictions of formation and maintain qualification in each jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s
business or operations. Borrower shall comply, and have each Subsidiary comply, with (a) all Bank
Secrecy Act and Anti-Money Laundering laws, regulations and requirements imposed by the Office of
Foreign Assets Control (OFAC), and (b) all laws, ordinances and regulations to which it is subject,
noncompliance with which could have a material adverse effect on Borrower’s business.




          (b) Obtain and maintain all of the Governmental Approvals necessary for the performance by
Borrower of its obligations under the Loan Documents to which it is a party, the grant of a
security interest to Bank in all of its property, the performance by Borrower of its obligations
under the Loan Servicing Documents, and the conduct of Borrower’s operations including without
limitation in any jurisdiction in which it purchases Borrower Member Loans or sells and/or issues
Borrower Securities. Borrower shall promptly provide copies of any such obtained Governmental
Approvals to Bank.




     6.2 Financial Statements, Reports, Certificates.



          (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the
last day of each month, a company prepared consolidated balance sheet and income statement covering
Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form
acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days
after the last day of Borrower’s fiscal year, either (a) audited consolidated financial statements
prepared under GAAP, consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm acceptable to Bank in its
reasonable discretion, if such audited financial statements are prepared at the request of
Borrower’s board of directors, or (b) company prepared financial statements certified by a
Responsible Officer in a form acceptable to Bank; (iii) within five (5) days of delivery, copies of
all statements, reports and notices made available to Borrower’s security holders or to any holders
of Subordinated Debt (iv) in the event that Borrower becomes subject to the reporting requirements
under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports
on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on
the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or
any of its Subsidiaries that could result in damages or costs to Borrower or any of its
Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (v) copies of all annual financial
projections approved by Borrower’s board of directors, commensurate in form, substance and timing
with those provided by Borrower to its venture capital and other investors and delivered to Bank
simultaneously with Borrower’s venture capital and other investors; (vi) budgets, sales
projections, operating plans and other financial information reasonably requested by Bank; (vii)
copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing
reports as requested by Bank in its



13









 






reasonable discretion; and (viii) promptly, copies of any written communications with the SEC
which relate to the status of Borrower Member Loans as “securities” under federal law.




          (b) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly
financial statements, a duly completed Compliance Certificate signed by a Responsible Officer.




          (c) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be
conducted no more often than once every twelve (12) months unless a Default or an Event of Default
has occurred and is continuing.




          (d) Upon Bank’s request, Borrower shall promptly provide electronic access to Bank of the
final, signed electronic loan documents evidencing Financed Loans and assignments of such Financed
Loans by WebBank to Borrower.




          (e) Within thirty (30) days after the last day of each month, deliver to Bank aged listings of
Eligible Loans and a detailed accounting of the current balances of the Clearing Account, Trust
Account, and the Borrower Account.




     6.3 Taxes; Pensions. Make, and cause each of its Subsidiaries to make, timely payment of all
foreign, federal, state, and local taxes or assessments (other than taxes and assessments which
Borrower is contesting pursuant to the terms of Section 5.8 hereof) and shall deliver to Bank, on
demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans in accordance with their terms.



     6.4 Insurance. Keep its business and the Collateral insured for risks and in amounts standard
for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance
policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All
property policies shall have a lender’s loss payable endorsement showing Bank as an additional
lender loss payee and waive subrogation against Bank, and all liability policies shall show, or
have endorsements showing, Bank as an additional insured. All policies (or the loss payable and
additional insured endorsements) shall provide that the insurer shall endeavor to give Bank at
least thirty (30) days notice before canceling, amending, or declining to renew its policy. At
Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium
payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account
of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.4 or to
pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make
all or part of such payment or obtain such insurance policies required in this Section 6.4, and
take any action under the policies Bank deems prudent.



     6.5 Operating Accounts.



          (a) Except as set forth is in this Section 6.5(a), maintain all of its primary operating and
investment accounts, including, without limitation, the Operating Account, with Bank and Bank’s
Affiliates. All collections on Borrower Member Loans shall be managed through the Clearing
Account, which Clearing Account shall be free of any Liens. Notwithstanding the foregoing,
Borrower may in the ordinary course of business maintain at



14









 






Wells Fargo Bank, N.A. (i) the Trust Account in trust for Lender Members; (ii) the Borrower
Account solely to process incidental amounts for Borrower Members, provided that the balance of the
Borrower Account shall not at any time exceed $5,000; and (iii) the Investor Account solely to
process amounts collected on Borrower Member Loans financed by any Investor Credit Facility.




          (b) For each Collateral Account that Borrower maintains, including, without limitation, the
Lockbox Account, Borrower shall cause the applicable bank or financial institution (other than
Bank) at, or with which, any Collateral Account is maintained to execute and deliver a Control
Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s
Liens in such Collateral Account in accordance with the terms hereunder. The provisions of the
previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees
and identified to Bank by Borrower.




     6.6 Protection of Intellectual Property Rights. Borrower shall: (a) protect, defend and
maintain the validity and enforceability of its intellectual property; (b) promptly advise Bank in
writing of material infringements of its intellectual property; and (c) not allow any intellectual
property material to Borrower’s business to be abandoned, forfeited or dedicated to the public
without Bank’s written consent.



     6.7 Litigation Cooperation. From the date hereof and continuing through the termination of
this Agreement, make available to Bank, without expense to Bank, Borrower and its officers,
employees and agents and Borrower’s books and records, to the extent that Bank may deem them
reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or
against Bank with respect to any Collateral or relating to Borrower.



     6.8 Right to Invest. Borrower shall grant to Bank or its Affiliates a right (but not an
obligation) to invest up to Five Hundred Thousand Dollars ($500,000) in the Next Round, on the same
terms, conditions and pricing offered to its lead investors. Borrower shall give Bank at least
thirty (30) days prior written notice of such Next Round which notice shall (a) identify the
investors participating in such Next Round and contain the terms, conditions, and pricing of such
Next Round, and (b) be delivered to Bank’s address set forth in Section 10 hereof. The right
granted hereunder shall survive the termination of this Agreement.



     6.9 Further Assurances. Execute any further instruments and take further action as Bank
reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes
of this Agreement. Deliver to Bank, within five (5) days after the same are sent or received,
copies of all correspondence, reports, documents and other filings with any Governmental Authority
regarding compliance with or maintenance of Governmental Approvals or Requirement of Law or that
could reasonably be expected to have a material effect on any of the Governmental Approvals or
otherwise on the operations of Borrower or any of its Subsidiaries.



     6.10 Value of Pledged CD. Maintain the Value of the Pledged CD in an amount equal to or
greater than the Minimum Collateral Value.



15









 





     6.11 Clearing Account; Lockbox; Collections. Prior to the occurrence and continuance of an
Event of Default, Borrower shall have the right to collect all payments and other amounts received
in connection with Borrower Member Loans (“Loan Collections”); provided, however, that Borrower
shall have the right to collect all payments and other amounts received in connection with Borrower
Member Loans which are not Financed Loans without regard to whether an Event of Default has
occurred and is continuing. Upon receipt by Borrower of any Loan Collections, Borrower shall
immediately deposit such Loan Collections into the Clearing Account (or shall receive such payments
and other amounts directly into the Clearing Account) and deliver to Bank a detailed breakdown of
such Loan Collections showing the interests of Bank in such Loan Collections. Borrower shall,
within four (4) days of such time as Loan Collections are deposited into the Clearing Account,
distribute such Loan Collections as follows:



          (a) With respect to any Loan Collections received in connection with a Financed Loan, into the
Lockbox Account. It will be considered an immediate Event of Default if the Lockbox Account is not
set-up and operational on or prior to October 15, 2008. Provided no Event of Default exists,
Borrower shall transfer all amounts deposited into the Lockbox Account from the Lockbox Account to
the Operating Account within one (1) Business Day of receipt in the Lockbox Account. All Financed
Loans and the proceeds thereof are Collateral and immediately upon the occurrence of an Event of
Default, Bank may without notice apply all Loan Collections from Financed Loans and other proceeds
of such Financed Loans and the balance of the Lockbox Account to the Obligations. This Section
does not impose any affirmative duty on Bank to perform any act other than as specifically set
forth herein.




          (b) With respect to any Loan Collections received in connection with Borrower Member Loans
which are not Financed Loans and which are not financed by the Investor Credit Facility, into the
Trust Account.




          (c) With respect to any Loan Collections received in connection with Eligible Loans financed
by the Investor Credit Facility, into the Investor Account.




          (d) With respect to any amounts received in connection with Borrower Member Loans attributable
to Borrower’s service or collection charges, into the Operating Account.




     Notwithstanding the foregoing provisions of this Section 6.11, Borrower shall immediately upon
receipt deposit amounts due to Borrower for origination fees charged by Borrower for Borrower
Member Loans into the Operating Account (or shall receive such payments and other amounts directly
into the Operating Account).



     6.12 Control of Financed Loans. Borrower shall electronically create and store a single
authoritative copy of each Financed Loan Note which authoritative copy shall (a) identify Borrower
as the assignee of such note or notes, and (b) be unique, identifiable and unalterable except to
the extent that (i) copies or revisions that add or change an identified assignee of such
authoritative copy can only be made with the participation of Borrower, (ii) each copy of the
authoritative copy is readily identifiable as a copy that is not the authoritative copy, and (iii)
any



16









 







revision of the authoritative copy is readily identifiable as an authorized or unauthorized
revision.



     7 NEGATIVE COVENANTS



     Borrower shall not do any of the following without Bank’s prior written consent:



     7.1 Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively,
“Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or
property, except for Transfers (a) of Inventory and cash to trade creditors, both in the ordinary
course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens
and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or
its Subsidiaries in the ordinary course of business; (e) Transfers in the ordinary course of
business of any Borrower Member Loans which are not Financed Loans; (f) Transfers of amounts
received in connection with Borrower Member Loans which are not Financed Loans in accordance with
Section 6.11(b) of this Agreement; and (g) issuance and sale of Borrower Securities.



     7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or
permit any of its Subsidiaries to engage in any business other than the businesses currently
engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b)
liquidate or dissolve; (c) have a change of management in which any Key Person ceases to hold such
offices with Borrower; or (d) enter into any transaction or series of related transactions in which
the stockholders of Borrower who were not stockholders immediately prior to the first such
transaction own more than forty-nine (49%) of the voting stock of Borrower immediately after giving
effect to such transaction or related series of such transactions (other than by the sale of
Borrower’s equity securities in a public offering or to venture capital investors so long as
Borrower identifies to Bank the venture capital investors prior to the closing of the transaction).
Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any
new offices or business locations, including warehouses (unless such new offices or business
locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s assets or property), (2)
change its jurisdiction of organization, (3) change its organizational structure or type, (4)
change its legal name, or (5) change any organizational number (if any) assigned by its
jurisdiction of organization.



     7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge
or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire,
all or substantially all of the capital stock or property of another Person. A Subsidiary may
merge or consolidate into another Subsidiary or into Borrower.



     7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.



     7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign
or convey any right to receive income, including the sale of any Accounts, or permit any of its
Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the
first priority security interest granted herein, or enter into any agreement, document, instrument
or other arrangement (except with or in favor of Bank) with any Person which



17









 







directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning,
mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s
intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of
“Permitted Lien” herein.



     7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to
the terms of Section 6.5 hereof.



     7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or
redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its
convertible securities into other securities pursuant to the terms of such convertible securities
or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii)
Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase
agreements so long as an Event of Default does not exist at the time of such repurchase and would
not exist after giving effect to such repurchase, provided such repurchase does not exceed in the
aggregate of Fifty Thousand Dollars ($50,000) per fiscal year; or (b) directly or indirectly make
any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.



     7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower, except for transactions that are in the
ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable
to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.



     7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under
the terms of the subordination, intercreditor, or other similar agreement to which such
Subordinated Debt is subject, or (b) amend any provision in any document relating to the
Subordinated Debt which would increase the amount thereof or adversely affect the subordination
thereof to Obligations owed to Bank.



     7.10 Compliance. Become an “investment company” or a company controlled by an “investment
company”, under the Investment Company Act of 1940 or undertake as one of its important activities
extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that
purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or
Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor
Standards Act or violate any other law or regulation, if the violation could reasonably be expected
to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do
so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete
termination of, or permit the occurrence of any other event with respect to, any present pension,
profit sharing and deferred compensation plan which could reasonably be expected to result in any
liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency.



     7.11 Possession of Loan Documents. Borrower shall maintain possession of all electronic loan
documents evidencing Financed Loans, including without limitation the Financed



18









 







Loan Notes (electronically endorsed to Bank), and shall not transfer such loan documents to
any Person. Bank acknowledges that Borrower will issue Borrower Securities to Lender Members.



     7.12 Modification of Standard Forms and Loan Documents. Borrower shall not make any
modifications or alterations to the Standard Assignment Forms, Standard Loan Forms, Loan Servicing
Documents, or any loan documents evidencing Financed Loans, including without limitation the
Financed Loan Notes, except for modifications and alterations that are agreed to by Bank in
writing.



     8 EVENTS OF DEFAULT



     Any one of the following shall constitute an event of default (an “Event of Default”) under
this Agreement:



     8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any
Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days
after such Obligations are due and payable (which three (3) day grace period shall not apply to
payments due on the Growth Capital Maturity Date or Supplemental Growth Capital Maturity Date).
During the cure period, the failure to cure the payment default is not an Event of Default (but no
Credit Extension will be made during the cure period);



     8.2 Covenant Default.



          (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3, 6.4, 6.5, 6.8
or 6.10 or violates any covenant in Section 7; or




          (b) Borrower fails or neglects to perform, keep, or observe any other term, provision,
condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any
default (other than those specified in this Section 8) under such other term, provision, condition,
covenant or agreement that can be cured, has failed to cure the default within ten (10) days after
the occurrence thereof; provided, however, that if the default cannot by its nature be cured within
the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10)
day period, and such default is likely to be cured within a reasonable time, then Borrower shall
have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure
such default, and within such reasonable time period the failure to cure the default shall not be
deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace
periods provided under this section shall not apply, among other things, to financial covenants or
any other covenants set forth in subsection (a) above;




     8.3 Material Adverse Change. A Material Adverse Change occurs;



     8.4 Attachment. (a) The Operating Account or any material portion of Borrower’s assets is
attached, seized, levied on, or comes into possession of a trustee or receiver; (b) the service of
process seeking to attach, by trustee or similar process, the Operating Account or any funds of
Borrower or of any entity under control of Borrower (including a Subsidiary) on deposit with Bank
or any Affiliate of Bank; (c) Borrower is enjoined, restrained, or prevented by court order from
conducting any part of its business; or (d) a notice of lien, levy, or assessment is filed



19









 







against any of Borrower’s assets by any government agency, and the same under clauses (a)
through (d) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed
(whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall
be made during any ten (10) day cure period;



     8.5 Insolvency (a) Borrower is unable to pay its debts (including trade debts) as they become
due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an
Insolvency Proceeding is begun against Borrower and not dismissed or stayed within forty-five (45)
days (but no Credit Extensions shall be made while of any of the conditions described in clause (a)
exist and/or until any Insolvency Proceeding is dismissed);



     8.6 Other Agreements. There is a default in any agreement to which Borrower is a party with a
third party or parties resulting in a right by such third party or parties, whether or not
exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Fifty Thousand
Dollars ($50,000) or that could have a material adverse effect on Borrower’s or any Guarantor’s
business;



     8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an
amount, individually or in the aggregate, of at least Fifty Thousand Dollars ($50,000) (not covered
by independent third-party insurance as to which liability has been accepted by such insurance
carrier) shall be rendered against Borrower and shall remain unsatisfied, unvacated, or unstayed
for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be
made prior to the satisfaction, vacation, or stay of such judgment, order, or decree);



     8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any representation,
warranty, or other statement now or later in this Agreement, any Loan Document or in any writing
delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such
representation, warranty, or other statement is incorrect in any material respect when made;



     8.9 Subordinated Debt. A default or breach occurs under any agreement between Borrower and
any creditor of Borrower that signed a subordination, intercreditor, or other similar agreement
with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of such
agreement; or



     8.10 Governmental Approvals. Any Governmental Approval held by Borrower on the Effective
Date or thereafter shall have been (a) revoked, rescinded, suspended, modified in an adverse manner
or not renewed in the ordinary course for a full term or (b) subject to any decision by a
Governmental Authority that designates a hearing with respect to any applications for renewal of
any such Governmental Approval or that could result in the Governmental Authority taking any of the
actions described in clause (a) above, and such decision or such revocation, rescission,
suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a
Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of
its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such
revocation, rescission, suspension, modification or non-renewal could reasonably be expected to
affect the status of or legal qualifications of Borrower or any of its




20












 




Subsidiaries to hold any Governmental Approval in any other jurisdiction; or any Governmental
Authority, including, without limitation, the SEC, renders any order, writ, judgment, injunction,
decree, or determination with respect to Borrower or any of its Subsidiaries, that could reasonably
be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on
the operations of Borrower or any of its Subsidiaries.




     8.11 Cross-Default with Gold Hill Loan Agreement. An Event of Default occurs under the Gold
Hill Loan Agreement.



     8.12 Cross-Default with Loan Servicing Documents. Borrower commits a breach of any material
obligations under the Loan Servicing Documents, or the Loan Servicing Documents are terminated.



     9 BANK’S RIGHTS AND REMEDIES



     9.1 Rights and Remedies. While an Event of Default occurs and continues Bank may, without
notice or demand, do any or all of the following:



          (a) declare all Obligations immediately due and payable (but if an Event of Default described
in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);




          (b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or
under any other agreement between Borrower and Bank;




          (c) settle or adjust disputes and claims directly with Account Debtors for amounts on terms
and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s
security interest in such funds, and verify the amount of such account;




          (d) make any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral
if Bank requests and make it available as Bank designates. Bank may enter premises where the
Collateral is located, take and maintain possession of any part of the Collateral, and pay,
purchase, contest, or compromise any Lien which appears to be prior or superior to its security
interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of
its premises, without charge, to exercise any of Bank’s rights or remedies;




          (e) apply to the Obligations (i) any balances and deposits of Borrower it holds, or (ii) any
amount held by Bank owing to or for the credit or the account of Borrower;




          (f) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for
sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or
other right to use without charge, Borrower’s labels, patents, copyrights, mask works, rights of
use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or
any similar property as it pertains to the Collateral, in completing production of, advertising for
sale, and selling any Collateral and, in connection with Bank’s exercise of its




21









 




rights under this
Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;




          (g) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive
control, any entitlement order, or other directions or instructions pursuant to any Control
Agreement or similar agreements providing control of any Collateral;




          (h) demand and receive possession of Borrower’s Books; and




          (i) exercise all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of the Collateral
pursuant to the terms thereof).




     9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of
Default, to: (a) endorse Borrower’s name on any (i) checks or other forms of payment or security,
including without limitation, forms of payment received in connection with Financed Loans and (ii)
notes or other negotiable instruments issued or assigned to Borrower in connection with Financed
Loans, including without limitation, the Financed Loan Notes; (b) sign Borrower’s name on any
invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust
disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank
determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies;
(e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in
or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or
discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the
Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name
on any documents necessary to perfect or continue the perfection of Bank’s security interest in the
Collateral regardless of whether an Event of Default has occurred until all Obligations have been
satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder.
Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers,
coupled with an interest, are irrevocable until all Obligations have been fully repaid and
performed and Bank’s obligation to provide Credit Extensions terminates.



     9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.4
or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to
pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such
payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest applicable rate, and secured by the Collateral. Bank will make
reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it
is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to
make similar payments in the future or Bank’s waiver of any Event of Default.



     9.4 Application of Payments and Proceeds. Borrower shall have no right to specify the order
or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower
to Bank or otherwise received by Bank under this Agreement when any such



22









 







allocation or application
is not specified elsewhere in this Agreement. If an Event of Default has occurred and is
continuing, Bank may apply any funds in its possession, whether from Borrower account balances,
payments, proceeds realized as the result of any collection of Accounts or other disposition of the
Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole
discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto;
Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business
judgment, directly or indirectly enters into a deferred payment or other credit transaction with
any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of
either reducing the Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor.



     9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking
practices regarding the safekeeping of the Collateral in the possession or under the control of
Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any
loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act
or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss,
damage or destruction of the Collateral.



     9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict
performance by Borrower of any provision of this Agreement or any other Loan Document shall not
waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance
herewith or therewith. No waiver hereunder shall be effective unless signed by Bank and then is
only effective for the specific instance and purpose for which it is given. Bank’s rights and
remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and
remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is
not an election, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s
delay in exercising any remedy is not a waiver, election, or acquiescence.



     9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment
and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement,
extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by
Bank on which Borrower is liable.



     10 NOTICES



     All notices, consents, requests, approvals, demands, or other communication (collectively,
“Communication”) by any party to this Agreement or any other Loan Document must be in writing and
shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or
certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when
sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a
reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by
messenger, all of which shall be addressed to the party to be notified and sent to the address,
facsimile number, or email address indicated below. Bank or Borrower may change its address or
facsimile number by giving the other party written notice thereof in accordance with the terms of
this Section 10.



23









 






			
	     If to Borrower:	 	LendingClub Corporation

440 North Wolfe Road

Sunnyvale, California 94085

Attn: Renaud Laplanche, President

Fax: (408) 716-3092

Email: rlaplanche@lendingclub.com






			
	            If to Bank:	 	Silicon Valley Bank

3003 Tasman Drive

Santa Clara, California 95054

Attn: Vera Shokina, Relationship Manager

Fax: (408) 654-5517

Email: vshokina@svb.com





     11 CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE



     California law governs the Loan Documents without regard to principles of conflicts of law.
Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in
Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed
to operate to preclude Bank from bringing suit or taking other legal action in any other
jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce
a judgment or other court order in favor of Bank. Borrower expressly submits and consents in
advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby
waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or
forum non conveniens and hereby consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. Borrower hereby waives personal service of the summons,
complaints, and other process issued in such action or suit and agrees that service of such
summons, complaints, and other process may be made by registered or certified mail addressed to
Borrower at the address set forth in Section 10 of this Agreement and that service so made shall be
deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days
after deposit in the U.S. mails, proper postage prepaid.



     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.



     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the
parties hereto agree that any and all disputes or controversies of any nature between them arising
at any time shall be decided by a reference to a private judge, mutually selected by the parties
(or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior
Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to
comparable provisions of federal law if the



24









 







dispute falls within the exclusive jurisdiction of the
federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby
submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to
and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1,
inclusive. The private judge shall have the power, among others, to grant provisional relief,
including without limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing receivers. All such proceedings shall be closed to the public
and confidential and all records relating thereto shall be permanently sealed. If during the
course of any dispute, a party desires to seek provisional relief, but a judge has not been
appointed at that point pursuant to the judicial reference procedures, then such party may apply to
the Santa Clara County, California Superior Court for such relief. The proceeding before the
private judge shall be conducted in the same manner as it would be before a court under the rules
of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which
shall be conducted in the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all
discovery rules and order applicable to judicial proceedings in the same manner as a trial court
judge. The parties agree that the selected or appointed private judge shall have the power to
decide all issues in the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing
in this paragraph shall limit the right of any party at any time to exercise self-help remedies,
foreclose against collateral, or obtain provisional remedies. The private judge shall also
determine all issues relating to the applicability, interpretation, and enforceability of this
paragraph.



     12 GENERAL PROVISIONS



     12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors
and permitted assigns of each party. Borrower may not assign this Agreement or any rights or
obligations under it without Bank’s prior written consent (which may be granted or withheld in
Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell,
transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s
obligations, rights, and benefits under this Agreement and the other Loan Documents.



     12.2 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors,
officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank
harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”)
asserted by any other party in connection with the transactions contemplated by the Loan Documents;
and (b) all losses or Bank Expenses incurred, or paid by Bank from, following, or arising from
transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except
for Claims and/or losses directly caused by Bank’s gross negligence or willful misconduct.



     12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this
Agreement.



     12.4 Severability of Provisions. Each provision of this Agreement is severable from every
other provision in determining the enforceability of any provision.



25









 





     12.5 Amendments in Writing; Integration. All amendments to this Agreement must be in writing
and signed by both Bank and Borrower. This Agreement and the Loan Documents represent the entire
agreement about this subject matter and supersede prior negotiations or agreements. All prior
agreements, understandings, representations, warranties, and negotiations between the parties about
the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan
Documents.



     12.6 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and delivered, are an
original, and all taken together, constitute one Agreement.



     12.7 Survival. All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all Obligations (other
than inchoate indemnity obligations and any other obligations which, by their terms, are to survive
the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2
to indemnify Bank shall survive until the statute of limitations with respect to such claim or
cause of action shall have run.



     12.8 Confidentiality. In handling any confidential information, Bank shall exercise the same
degree of care that it exercises for its own proprietary information, but disclosure of information
may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers
of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable
efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this
provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators
or as otherwise required in connection with Bank’s examination or audit; and (e) as Bank considers
appropriate in exercising remedies under this Agreement. Confidential information does not include
information that either: (i) is in the public domain or in Bank’s possession when disclosed to
Bank, or becomes part of the public domain after disclosure to Bank; or (ii) is disclosed to Bank
by a third party, if Bank does not know that the third party is prohibited from disclosing the
information.



     12.9 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and
Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to
recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any
other relief to which it may be entitled.



     12.10 Operating Account; Waiver of Restructuring Defaults. Borrower hereby represents that it
(a) currently maintains its primary operating account with Bank in compliance with Section 6.5 of
this Agreement, (b) will promptly commence the issuance of the Borrower Securities and the
operation of its website and platform as described in the Registration Statement upon the SEC’s
declaration that the Registration Statement is effective, subject to compliance with applicable
state securities laws, and (c) has delivered to Bank prior to the date hereof, true, accurate and
complete copies of the Registration Statement, and (d) will promptly notify Bank in writing of any
material revisions to the Registration Statement after the date hereof. In reliance on the
foregoing and subject to Section 3.1, Bank hereby waive the Existing Defaults (as defined in the
Forbearance Agreement) and any Defaults occurring solely as a result of the Restructuring as
described in the Registration Statement delivered to Bank prior to the



26









 







date hereof (together with
the Existing Defaults, collectively, the “Restructuring Defaults”). Bank’s agreement to waive the
Restructuring Defaults shall in no way obligate Bank to make any other modifications to the Loan
Documents or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall
not limit or impair Bank’s, right to demand strict performance of all other terms and covenants as
of any date.



     13 DEFINITIONS



     13.1 Definitions. As used in this Agreement, the following terms have the following meanings:



     “Account” is any “account” as defined in the Code with such additions to such term as may
hereafter be made, and includes, without limitation, all accounts receivable and other sums owing
to Borrower.



     “Account Debtor” is any “account debtor” as defined in the Code.



     “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person,
any Person that controls or is controlled by or is under common control with the Person, and each
of that Person’s senior executive officers, directors, partners and, for any Person that is a
limited liability company, that Person’s managers and members.



     “Agreement” is defined in the preamble hereof.



     “Bank” is defined in the preamble hereof.



     “Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in connection with
appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.



     “Borrower” is defined in the preamble hereof



     “Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state
tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business
operations or financial condition, and all computer programs or storage or any equipment containing
such information.



     “Borrower Account” is Borrower’s account number __________, maintained with Wells Fargo Bank,
N.A.



     “Borrower Member” means a registered member on Borrower’s website who has borrowed money from
WebBank through Borrower’s platform.



     “Borrower Member Loan” means a loan originated by WebBank to a Borrower Member through
Borrower’s platform.



27









 





     “Borrower Member Note” means an electronic promissory note evidencing a Borrower Member Loan
to the extent such Borrower Member Loan is financed through the sale of Borrower Securities to
Lender Members and not by Growth Capital Advances or Supplemental Growth Capital Advances.



     “Borrower Securities” has the meaning set forth in Recital A.



     “Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in
the form attached hereto as Exhibit C.



     “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.



     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having maturities of not more
than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1)
year after its creation and having the highest rating from either Standard & Poor’s Ratings Group
or Moody’s Investors Service, Inc.; and (c) Bank’s certificates of deposit issued maturing no more
than one (1) year after issue.



     “Charge-off” shall mean any Financed Loan that is more than ninety (90) days past due, or is
in default, or which under standard procedures in Borrower’s industry should be characterized as a
“charge-off” by Borrower in its records for any other reason, and shall include any Financed Loan
with respect to which Bank has knowledge that such Financed Loan will likely be characterized as a
Charge-off with the passage of time.



     “Clearing Account” is Borrower’s account number __________, maintained with Wells Fargo Bank,
N.A.



     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in
effect in the State of California; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles
or Divisions of the Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory provisions of law, any or
all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any
Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the
State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes on the provisions thereof relating to such
attachment, perfection, priority, or remedies and for purposes of definitions relating to such
provisions.



     “Collateral” is any and all properties, rights and assets of Borrower described on Exhibit
A.



     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, but
shall not include the Clearing Account, the Trust Account, the Borrower Account, or the Investor
Account.



28









 





     “Commodity Account” is any “commodity account” as defined in the Code.



     “Communication” is defined in Section 10.



     “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit D.



     “Conditions to Effectiveness” is defined in Section 3.1.



     “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or
not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation
of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted
or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all
obligations from any interest rate, currency or commodity swap agreement, interest rate cap or
collar agreement, or other agreement or arrangement designated to protect a Person against
fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent
Obligation” does not include endorsements in the ordinary course of business. The amount of a
Contingent Obligation is the stated or determined amount of the primary obligation for which the
Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability
for it determined by the Person in good faith; but the amount may not exceed the maximum of the
obligations under any guarantee or other support arrangement.



     “Control Agreement” is any control agreement entered into among the depository institution at
which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary
at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank
pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account,
Securities Account, or Commodity Account.



     “Credit Extension” is any Growth Capital Advance, Supplemental Growth Capital Advance or any
other extension of credit by Bank for Borrower’s benefit.



     “Default” means any event which with notice or passage of time or both, would constitute an
Event of Default.



     “Default Rate” is defined in Section 2.5(b).



     “Deposit Account” is any “deposit account” as defined in the Code.



     “Dollars,” “dollars” and “$” each mean lawful money of the United States.



     “Draw Period” is the period of time from the Effective Date through the earlier to occur of
(a) December 31, 2008, or (b) an Event of Default.



     “Effective Date” is the date Bank executes this Agreement as indicated on the signature page
hereof.



29









 





     “Eligible Loans” means each Borrower Member Loan (a) evidenced by loan documents, including
without limitation a note, borrower agreement, and loan agreement, which loan documents (i) are in
form and substance substantially identical to the Standard Loan Forms attached hereto and (ii)
constitute the legal, valid and binding obligation of the applicable Person, and (b) for which
Borrower has arranged funding from at least ten (10) Lender Members through the sale of Borrower
Securities associated with the Borrower Member Loan in an amount equal to at least twenty percent
(20%) of the principal amount of such Borrower Member Loan, and (ii) pledges to Bank Borrower’s
interest in the promissory note evidencing the portion of the Borrower Member Loan financed through
a Growth Capital Advance or Supplemental Growth Capital Advance.



     “Equipment” is all “equipment” as defined in the Code, and includes without limitation all
machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in
any of the foregoing.



     “ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.



     “Event of Default” is defined in Section 8.



     “Existing Growth Capital Line” has the meaning set forth in Recital B hereof.



     “Final Payment” is a payment (in addition to and not a substitution for the regular monthly
payments of principal plus accrued interest) due on the earlier of (a) the applicable Growth
Capital Maturity Date or (b) the termination of the Growth Capital Line, equal to the aggregate
Loan Amount with regard to all applicable Growth Capital Advances multiplied by the Final Payment
Percentage.



     “Final Payment Percentage” is, for each Growth Capital Advance, one and fifteen hundredth of
one percent (1.15%).



     “Financed Loan” means the portion of a Borrower Member Loan financed by a Growth Capital
Advance or Supplemental Growth Capital Advance and evidenced by a Financed Loan Note, including
without limitation, Existing Financed Loans.



     “Financed Loan Note” means a note payable to Borrower in the amount of the portion of a
Borrower Member Loan financed by a Growth Capital Advance or Supplemental Growth Capital Advance,
including without limitation, Existing Financed Loan Notes.



     “First Payment Date” is defined in 2.2(b).



     “Forbearance Agreement” has the meaning set forth in Recital C hereof.



     “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower
which shall be a Business Day.



     “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other Person as may be approved by a significant segment of



30









 







the
accounting profession, which are applicable to the circumstances as of the date of determination.



     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the
date hereof, and includes without limitation, all copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and derivative work,
whether published or unpublished, any patents, trademarks, service marks and, to the extent
permitted under applicable law, any applications therefor, whether registered or not, any trade
secret rights, including any rights to unpatented inventions, payment intangibles, royalties,
contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists,
telephone numbers, domain names, claims, income and other tax refunds, security and other deposits,
options to purchase or sell real or personal property, rights in all litigation presently or
hereafter pending (whether in contract, tort or otherwise), insurance policies (including without
limitation key man, property damage, and business interruption insurance), payments of insurance
and rights to payment of any kind.



     “Gold Hill” means Gold Hill Venture Lending 03, LP. and its successors and assigns.



     “Gold Hill Loan Agreement” means that certain Loan and Security Agreement dated as of February
19, 2008 by and among Gold Hill, as administrative agent, Silicon Valley Bank, as collection agent,
the Gold Hill Lenders named therein, and Borrower, as the same may be amended, restated, or
otherwise modified from time to time.



     “Governmental Approval” is any consent, authorization, approval, order, license, franchise,
permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or
other act by or in respect of, any Governmental Authority.



     “Governmental Authority” is any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory organization.



     “Growth Capital Advance” means an advance under the Existing Growth Capital Line.



     “Growth Capital Maturity Date” is, for each Growth Capital Advance, a date thirty-five (35)
months after the First Payment Date for such Growth Capital Advance.



     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or
services, such as reimbursement and other obligations for surety bonds and letters of credit, (b)
obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease
obligations, and (d) Contingent Obligations.



     “Insolvency Proceeding” is any proceeding by or against any Person under the United States
Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit
of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other relief.




31












 





     “Intercreditor Agreement” means any duly executed intercreditor agreement between any
Investor, Bank and Gold Hill and satisfactory to Bank.



     “Inventory” is all “inventory” as defined in the Code in effect on the date hereof, and
includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping
materials, work in process and finished products, including without limitation such inventory as is
temporarily out of Borrower’s custody or possession or in transit and including any returned goods
and any documents of title representing any of the above.



     “Investment” is any beneficial ownership interest in any Person (including stock, partnership
interest or other securities), and any loan, advance or capital contribution to any Person.



     “Investor” means a creditor of Borrower that has signed an Intercreditor Agreement and
received a secured promissory note from Borrower.



     “Investor Account” is Borrower’s account number __________, maintained with Wells Fargo Bank,
N.A.



     “Investor Collateral” has the meaning set forth in an Intercreditor Agreement.



     “Investor Credit Facility” means any Subordinated Debt facility under which Lenders other than
Bank, Gold Hill, or other Lenders under the Gold Hill Loan Agreement advance funds to Borrower.



     “Key Person” is any of Borrower’s President and Chief Executive Officer, and Chief Financial
Officer, who are, as of the Effective Date, Renaud Laplanche and John Donovan, respectively.



     “Lender Member” means a registered member on Borrower’s website who has funded a portion of
one or more designated Borrower Member Loans by purchasing Borrower’s securities offered through
Borrower’s platform.



     “Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other
encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise
against any property.



     “Loan Amount” in respect of each Growth Capital Advance or Supplemental Growth Capital Advance
is the original principal amount of such Growth Capital Advance or Supplemental Growth Capital
Advance.



     “Loan Collections” has the meaning set forth in Section 6.11.



     “Loan Documents” are, collectively, this Agreement, the Warrants, the Perfection Certificate,
any note, or notes or guaranties executed by Borrower, and any other present or future agreement
between Borrower and/or for the benefit of Bank in connection with this Agreement, all as amended,
restated, or otherwise modified.



32









 





     “Loan Servicing Documents” means the Loan Account Program Agreement dated December 10, 2007,
and the Loan Sale Agreement dated December 10, 2007, between Borrower and WebBank as amended or
updated, both attached hereto as Exhibit I.



     “Lockbox Account” is Borrower’s account number __________, maintained with Wells Fargo Bank,
N.A.



     “Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s
Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the
business, operations, or financial condition of Borrower; or (c) a material impairment of the
prospect of repayment of any portion of the Obligations.



     “Minimum Collateral Value” means an aggregate principal amount equal to One Hundred Fifty
Thousand Dollars ($150,000); provided that on the first (1st) day of the eighteenth
(18th) month following the Funding Date of each Growth Capital Advance, if no Event of
Default has occurred and is continuing then the Minimum Collateral Value shall be reduced by an
amount equal to five percent (5%) of the Loan Amount of such Growth Capital Advance.



     “Next Round” means the first round of private equity financing following the Series A
Extension in which the Borrower receives, in the aggregate, at least Two Million Dollars
($2,000,000.00) of net proceeds excluding any bridge debt financing except to the extent actually
converted to equity in Borrower.



     “Obligations” are Borrower’s obligation to pay when due any debts, principal, interest, Bank
Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan
Documents, or otherwise, including, without limitation, all obligations relating to letters of
credit (including reimbursement obligations for drawn and undrawn letters of credit), cash
management services, and foreign exchange contracts, if any, and including interest accruing after
Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank,
and the performance of Borrower’s duties under the Loan Documents.



     “Operating Account” is Borrower’s account number __________ with Bank.



     “Operating Documents” are, for any Person, such Person’s formation documents, as certified
with the Secretary of State of such Person’s state of formation on a date that is no earlier than
thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws
in current form, (b) if such Person is a limited liability company, its limited liability company
agreement (or similar agreement), and (c) if such Person is a partnership, its partnership
agreement (or similar agreement), each of the foregoing with all current amendments or
modifications thereto.



     “Payment/Advance Form” is that certain form attached hereto as Exhibit B.



     “Perfection Certificate” is defined in Section 5.1.



     “Permitted Indebtedness” is:



33









 





     (a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents and
Indebtedness not to exceed a principal amount of $5,000,000 in favor of Gold Hill under the Gold
Hill Loan Agreement;



     (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;



     (c) Subordinated Debt;



     (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;



     (e) Indebtedness incurred as a result of endorsing negotiable instruments received in the
ordinary course of business;



     (f) Indebtedness secured by Permitted Liens; and



     (g) Indebtedness to Lender Members consisting of the issuance of Borrower Securities provided
that such Indebtedness is unsecured and the recourse of Lender Members with respect to Borrower is
limited solely to the extent of amounts actually received by Borrower in connection with Borrower
Member Loans which are not Financed Loans.



     (h) extensions, refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not
increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or
its Subsidiary, as the case may be.



     “Permitted Investments” are:



     (a) Investments shown on the Perfection Certificate and existing on the Effective Date;



     (b) Cash Equivalents;



     (c) Investments consisting of the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of Borrower;



     (d) Investments consisting of deposit accounts in which Bank has a perfected security
interest;



     (e) Investments accepted in connection with Transfers permitted by Section 7.1;



     (f) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by
Borrower in Subsidiaries not to exceed Fifty Thousand Dollars ($50,000) in the aggregate in any
fiscal year;



     (g) Investments consisting of (i) travel advances and employee relocation loans and other
employee loans and advances in the ordinary course of business, and (ii) loans to



34









 







employees, officers or directors relating to the purchase of equity securities of Borrower or
its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s
Board of Directors;



     (h) Investments (including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers and in settlement of delinquent obligations of, and other
disputes with, customers or suppliers arising in the ordinary course of business; and



     (i) Investments consisting of notes receivable of, or prepaid royalties and other credit
extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business;
provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary; and



     (j) Borrower Member Loans.



     “Permitted Liens” are:



     (a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising
under this Agreement and the other Loan Documents;



     (b) Liens for taxes, fees, assessments or other government charges or levies, either not
delinquent or being contested in good faith and for which Borrower maintains adequate reserves on
its Books, provided that no notice of any such Lien has been filed or recorded under the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;



     (c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing
the acquisition of the Equipment securing no more than Fifty Thousand Dollars ($50,000) in the
aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is
confined to the property and improvements and the proceeds of the Equipment;



     (d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature
arising in the ordinary course of business so long as such Liens attach only to Inventory and which
are not delinquent or remain payable without penalty or which are being contested in good faith and
by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale
of the property subject thereto;



     (e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions,
social security and other like obligations incurred in the ordinary course of business (other than
Liens imposed by ERISA);



     (f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by
Liens described in (a) through (c), but any extension, renewal or replacement Lien must be
limited to the property encumbered by the existing Lien and the principal amount of the
indebtedness may not increase;



35









 





     (g) leases or subleases of real property granted in the ordinary course of business, and
leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or
intellectual property) granted in the ordinary course of Borrower’s business, if the
leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest;



     (h) non-exclusive license of intellectual property granted to third parties in the ordinary
course of business;



     (i) Liens arising from attachments or judgments, orders, or decrees in circumstances not
constituting an Event of Default under Sections 8.4 and 8.7;



     (j) Liens in favor of other financial institutions arising in connection with Borrower’s
deposit and/or securities accounts held at such institutions, provided that Bank has a perfected
security interest in the amounts held in such deposit and/or securities accounts; and



     (k) Liens in favor of Gold Hill to secure the Indebtedness owed to Gold Hill under the Gold
Hill Loan Agreement; and



     (l) Interests of Lender Members and Borrower Members in proceeds of the Trust Account, the
Clearing Account, and the Borrower Account, and interests of the lender(s) under the Investor
Credit Facility in proceeds of the Investor Account and in Borrower Member Loans financed by the
Investor Credit Facility and proceeds thereof provided that (i) all such interests of Lender
Members, Borrower Members and lender(s) under the Investor Credit Facility are limited solely to
amounts received by Borrower in connection with such Borrower Member Loans; (ii) the Lender
Members, Borrower Members and lender(s) under the Investor Credit Facility do not have any Liens on
the Trust Account, the Clearing Account, the Borrower Account, or the Investor Account; and (iii)
except with respect to Investor Collateral pursuant to the Intercreditor Agreement, the interests
of all lender(s) under the Investor Credit Facility are subordinated in lien and payment priority
to the interest of Bank.



     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint
venture, company, trust, unincorporated organization, association, corporation, institution, public
benefit corporation, firm, joint stock company, estate, entity or government agency.



     “Pledged CD” shall mean certificates of deposit issued to Borrower by Bank which are secured
by a Lien in favor of Bank.



     “Pledged CD Rate” shall mean, for any CD Interest Determination Date, Bank’s prevailing
commercial rate in effect on such date.



     “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest
rate.



     “Prior Loan Agreement” has the meaning set forth in Recital B hereof.



     “Registration Statement” has the meaning set forth in Recital D hereof.



36









 





     “Requirement of Law” is as to any Person, the organizational or governing documents of such
Person, and any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its property is subject.



     “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial
Officer or Controller of Borrower.



     “Restructuring” has the meaning set forth in Recital D hereof.



     “Restructuring Defaults” has the meaning set forth in 12.10.



     “SEC” means the Securities and Exchange Commission.



     “SEC Registration” has the meaning set forth in Recital D hereof.



     “Securities Account” is any “securities account” as defined in the Code.



     “Series A Extension” means the issuance of up to 6,103,286 shares of Series A Preferred Stock
to various investors in one or more additional closings to occur in 2008 pursuant to that certain
Series A Stock Purchase Agreement dated August 21, 2007, as amended by that certain Amendment No. 1
to Series A Stock Purchase Agreement dated on or about September 26, 2008.



     “Standard Assignment Forms” means the form of assignment or endorsement attached hereto as
Exhibit G, with no modifications or alterations to such terms except such modifications and
alterations that are agreed to by Bank in writing.



     “Standard Loan Forms” means the form of promissory note, loan agreement, borrower agreement,
note purchase agreement and declaration of trust attached hereto as Exhibit H, with no
modifications or alterations to such terms except such modifications and alterations that are
agreed to by Bank in writing.



     “Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now
or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar
agreement in form and substance satisfactory to Bank entered into between Bank and the other
creditor), on terms acceptable to Bank.



     “Subsidiary” means, with respect to any Person, any Person of which more than 50.0% of the
voting stock or other equity interests (in the case of Persons other than corporations) is owned or
controlled directly or indirectly by such Person or one or more of Affiliates of such Person.



     “Supplemental Final Payment” is a payment (in addition to and not a substitution for the
regular monthly payments of principal plus accrued interest) due on the earlier of (a) the
applicable Supplemental Growth Capital Maturity Date or (b) the termination of the Supplemental
Growth Capital Line, equal to the aggregate Loan Amount with regard to all applicable Supplemental
Growth Capital Advances multiplied by the Supplemental Final Payment Percentage.



37









 





     “Supplemental Final Payment Percentage” is, for each Supplemental Growth Capital Advance, one
percent (1%).



     “Supplemental First Payment Date” is defined in 2.3(b).



     “Supplemental Growth Capital Advance” is defined in Section 2.3(a).



     “Supplemental Growth Capital Line” is a Supplemental Growth Capital Advance or Supplemental
Growth Capital Advances in an aggregate amount not to exceed One Million Dollars ($1,000,000)
outstanding at any time.



     “Supplemental Growth Capital Maturity Date” is, for each Supplemental Growth Capital Advance,
a date thirty-five (35) months after the Supplemental First Payment Date for such Supplemental
Growth Capital Advance.



     “Transfer” is defined in Section 7.1.



     “Trust Account” is Borrower’s account number __________, maintained with Wells Fargo Bank,
N.A. in trust for Lender Members.



     “Value” shall mean with respect to any Pledged CD on any date, a dollar value at the face
amount thereof.



     “Warrants” are (a) that certain Warrant to Purchase Stock dated October 29, 2007 executed by
Borrower in favor of Bank, and (b) that certain Warrant to Purchase Stock dated as of the Effective
Date and executed by Borrower in favor of Bank.



     “WebBank” means WebBank, a Utah-chartered industrial bank, and its successors and assigns.



[Signature page follows.]




38









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date.



BORROWER:




LENDINGCLUB CORPORATION




	 	 	 	 	 
	By 

Name:

	 	/s/ Renaud Laplanche
 

Renaud Laplanche
	 	 
	Title:

	 	CEO	 	 






BANK:




SILICON VALLEY BANK




	 	 	 	 	 
	By 

Name:

	 	/s/ Jacob Moseley
 

Jacob Moseley
	 	 
	Title:

	 	SRM	 	 






Effective Date: October 7, 2008





39









 








EXHIBIT A



The Collateral consists of all of Borrower’s right, title and interest in and to the following
personal property:




     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights
or rights to payment of money, leases, license agreements, franchise agreements, General
Intangibles (except as provided below), commercial tort claims, documents, instruments (including
any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts,
fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing),
securities, and all other investment property, supporting obligations, and financial assets,
whether now owned or hereafter acquired, wherever located; and



     All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests
in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the
foregoing.



     Notwithstanding the foregoing, the Collateral does not include any of the following, whether
now owned or hereafter acquired any copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative work, whether
published or unpublished, any patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
of the same, trademarks, service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, and the goodwill of the business of Borrower
connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to
unpatented inventions, and any claims for damage by way of any past, present, or future
infringement of any of the foregoing; provided, however, the Collateral shall include all Accounts,
license and royalty fees and other revenues, proceeds, or income arising out of or relating to any
of the foregoing.



     Borrower has agreed not to encumber any of its copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and derivative work,
whether published or unpublished, any patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
of the same, trademarks, service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, and the goodwill of the business of Borrower
connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to
unpatented inventions, and any claims for damage by way of any past, present, or future
infringement of any of the foregoing, without Bank’s prior written consent.



     In addition, notwithstanding the foregoing, the Collateral does not include (a) any Borrower
Member Note, (b) the Clearing Account, (c) the Trust Account, (d) the Borrower Account, (e) any
Borrower Securities, or (f) proceeds of any of the foregoing items (a), (b), (c), (d), or (e)
except to the extent that they are proceeds of Financed Loans or otherwise deposited in a
Collateral Account (which amounts shall at all times be part of the Collateral).




40












 





EXHIBIT B




Loan Payment/Advance Request Form




Deadline for same day processing is Noon P.S.T.




			
	Fax To:
	 	Date:                                         











LOAN PAYMENT:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	LENDINGCLUB CORPORATION	 	 
	From Account #

	 	 	 	To Account #	 	 	 	 
	 

	 	 

(Deposit Account #)
	 	 	 	 

(Loan Account #)
	 	 
	Principal $

	 	 	 	and/or Interest $	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Authorized Signature:

	 	 	 	Phone Number:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Print Name/Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 















Loan Advance:



Complete Outgoing Wire Request section below if all or a portion of the funds from this loan
advance are for an outgoing wire.




	 	 	 	 	 	 	 	 	 
	From Account #

	 	 	 	To Account #	 	 	 	 
	 

	 	 

(Loan Account #)
	 	 	 	 

(Deposit Account #)
	 	 
	Amount of Advance $
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 





All Borrower’s representations and warranties in the Amended and Restated Loan and Security
Agreement are true, correct and complete in all material respects on the date of the request for an
advance; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date:




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Authorized Signature:

	 	 	 	Phone Number
	 	 	 	:
	 

	 	 

	 	 	 	 

	 	 
	Print Name/Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 














Outgoing Wire Request:



Complete only if all or a portion of funds from the loan advance above is to be wired.



Deadline for same day processing is noon, P.S.T.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Beneficiary Name:

	 	 

	 	Amount of Wire: $
	 	 

	 	 
	 
	Beneficiary Bank:

	 	 	 	Account Number:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	City and State:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Beneficiary Bank Transit (ABA) #:                                        	 	Beneficiary Bank Code (Swift, Sort, Chip, etc.):

     (For International Wire Only)	 	 
	 
	 	 	 	 	 	 	 	 
	Intermediary Bank:

	 	 	 	Transit (ABA) #:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	For Further Credit to:
	 	 	 	 	 	 	 	 
	 	 	 	 	 













Special Instruction:                                                              
                                                      
                                      



By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be
processed in accordance with and subject to the terms and conditions set forth in the agreements(s)
covering funds transfer service(s), which agreements(s) were previously received and executed by me
(us).




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Authorized Signature:

	 	 	 	2nd Signature (if required):	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Print Name/Title:

	 	 	 	Print Name/Title:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Telephone #:

	 	 	 	Telephone #:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 























 





EXHIBIT C 




BORROWING RESOLUTIONS



CORPORATE BORROWING CERTIFICATE




			
	BORROWER: LendingClub Corporation
	 	DATE: October __, 2007

	BANK:
 Silicon Valley Bank
	 	 






     I hereby certify as follows, as of the date set forth above:


1. I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set
forth below.



2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the
laws of the State of Delaware.



3. Attached hereto are true, correct and complete copies of Borrower’s Articles/Certificate of
Incorporation (including amendments), as filed with the Secretary of State of the state in which
Borrower is incorporated as set forth in paragraph 2 above. Such Articles/Certificate of
Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in
full force and effect as of the date hereof.



4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a
duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized
corporate action). Such resolutions are in full force and effect as of the date hereof and have
not been in any way modified, repealed, rescinded, amended or revoked, and Lenders may rely on them
until Lenders receive written notice of revocation from Borrower.





RESOLVED, that any one of the following officers or employees of Borrower, whose names,
titles and signatures are below, may act on behalf of Borrower:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized to
	 	 	 	 	 	 	Add or
	 	 	 	 	 	 	Remove
	Name	 	Title	 	Signature	 	Signatories
	 

	 	 	 	 	 	o
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	o
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	o
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	o
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	o







RESOLVED
FURTHER, that any one of the persons designated above with a checked box beside his
or her name may, from time to time, add or remove any individuals to and from the above list
of persons authorized to act on behalf of Borrower.




1









 






RESOLVED FURTHER, that such individuals may, on behalf of Borrower:




Borrow
Money. Borrow money from Silicon Valley Bank (“Bank”).




Execute
Loan Documents. Execute any loan documents Bank requires.




Grant
Security. Grant Bank a security interest in any of Borrower’s assets.




Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory
notes, or other indebtedness in which Borrower has an interest and receive cash or
otherwise use the proceeds.




Letters
of Credit. Apply for letters of credit from Bank.




Foreign Exchange Contracts. Execute spot or forward foreign exchange contracts.




Issue Warrants. Issue warrants for Borrower’s capital stock.




Further Acts. Designate other individuals to request advances, pay fees and costs
and execute other documents or agreements (including documents or agreement that
waive Borrowers right to a jury trial) they believe to be necessary to effectuate
such resolutions.




RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts
relating thereto are ratified.


5. The persons listed above are Borrower’s officers or employees with their titles and signatures
shown next to their names.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





          *** If the Secretary, Assistant Secretary or other certifying officer executing above is
designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers,
this Certificate must also be signed by a second authorized officer or director of Borrower.




     I,
the                      of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





2









 








EXHIBIT D




COMPLIANCE CERTIFICATE




	 	 	 	 	 
	TO:

	 	SILICON VALLEY BANK
	 	Date:       
             
                
     
	FROM:

	 	LENDINGCLUB CORPORATION	 	 






     The undersigned authorized officer of LendingClub Corporation (“Borrower”) certifies that
under the terms and conditions of the Amended and Restated Loan and Security Agreement between
Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below, (2) there are no Events of
Default, (3) all representations and warranties in the Agreement are true and correct in all
material respects on this date except as noted below; provided, however, that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations
and warranties expressly referring to a specific date shall be true, accurate and complete in all
material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all
required tax returns and reports, and Borrower has timely paid all foreign, federal, state and
local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims
made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of
which Borrower has not previously provided written notification to Bank. Attached are the required
documents supporting the certification. The undersigned certifies that these are prepared in
accordance with GAAP consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested
at any time or date of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this certificate is
delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given
them in the Agreement.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	Monthly financial statements with
Compliance Certificate

	 	Monthly within 30 days
	 	Yes No
	Annual financial statement (CPA Audited*) + CC

	 	FYE within 180 days
	 	Yes No
	10-Q, 10-K and 8-K

	 	Within 5 days after filing with SEC
	 	Yes No N/A
	Board Projections

	 	Annually	 	 
	BSA/AML internal and independent testing reports

	 	Time to time as requested by Bank
in its reasonable discretion
	 	Yes No
	Eligible Loan Agings + balances of Clearing Account,
Trust Account, and Borrower Account

	 	Monthly within 30 days
	 	Yes No








 




			
	*	 	If required by Borrower’s Board; at all other times, company prepared financial statements
certified by a Responsible Officer are due.





     The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”)



	 	 	 
	 
	 
	 	 
	 
	 
	 	 
	 





[SIGNATURES ON THE FOLLOWING PAGE]




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	LENDINGCLUB CORPORATION	 	 	 	BANK USE ONLY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Received by:	 	 	 	 
	By:

	 	 	 	 	 	 	 	 	 	 

authorized signer
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Verified: 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

        authorized signer
	 	 
	 

	 	 	 	 	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Compliance Status:       Yes
      No