Exhibit 10.18





Exhibit 10.18




LENDINGCLUB CORPORATION




SERIES A PREFERRED STOCK PURCHASE AGREEMENT




August 21, 2007






 


 









 







Table Of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	1. AGREEMENT TO SELL AND PURCHASE
	 	 	1	 
	 
	 	 	 	 
	1.1 Authorization of Shares
	 	 	1	 
	 
	 	 	 	 
	1.2 Sale and Purchase
	 	 	1	 
	 
	 	 	 	 
	2. CLOSING, DELIVERY AND PAYMENT
	 	 	2	 
	 
	 	 	 	 
	2.1 Closing
	 	 	2	 
	 
	 	 	 	 
	2.2 Delivery
	 	 	2	 
	 
	 	 	 	 
	2.3 Subsequent Sales of Shares
	 	 	2	 
	 
	 	 	 	 
	3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	2	 
	 
	 	 	 	 
	3.1 Organization, Good Standing and Qualification
	 	 	2	 
	 
	 	 	 	 
	3.2 Subsidiaries
	 	 	3	 
	 
	 	 	 	 
	3.3 Capitalization; Voting Rights
	 	 	3	 
	 
	 	 	 	 
	3.4 Authorization; Binding Obligations
	 	 	4	 
	 
	 	 	 	 
	3.5 Financial Statements
	 	 	4	 
	 
	 	 	 	 
	3.6 Liabilities
	 	 	5	 
	 
	 	 	 	 
	3.7 Agreements; Action
	 	 	5	 
	 
	 	 	 	 
	3.8 Obligations to Related Parties
	 	 	5	 
	 
	 	 	 	 
	3.9 Changes
	 	 	6	 
	 
	 	 	 	 
	3.10 Title
to Properties and Assets; Liens, Etc.
	 	 	7	 
	 
	 	 	 	 
	3.11 Intellectual Property
	 	 	7	 
	 
	 	 	 	 
	3.12 Compliance with Other Instruments
	 	 	8	 
	 
	 	 	 	 
	3.13 Litigation
	 	 	8	 
	 
	 	 	 	 
	3.14 Tax Returns and Payments
	 	 	8	 
	 
	 	 	 	 
	3.15 Employees
	 	 	9	 
	 
	 	 	 	 
	3.16 Obligations of Management
	 	 	9	 






 


 









 




Table Of Contents

(Continued)




	 	 	 	 	 
	 	 	Page	 
	 
	3.17 Registration Rights and Voting Rights
	 	 	9	 
	 
	 	 	 	 
	3.18 Compliance with Laws; Permits
	 	 	10	 
	 
	 	 	 	 
	3.19 Offering Valid
	 	 	10	 
	 
	 	 	 	 
	3.20 Full Disclosure
	 	 	10	 
	 
	 	 	 	 
	3.21 Qualified Small Business
	 	 	10	 
	 
	 	 	 	 
	3.22 Minute Books
	 	 	11	 
	 
	 	 	 	 
	3.23 Real Property Holding Corporation
	 	 	11	 
	 
	 	 	 	 
	3.24 Insurance
	 	 	11	 
	 
	 	 	 	 
	3.25 Executive Officers
	 	 	11	 
	 
	 	 	 	 
	4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS
	 	 	11	 
	 
	 	 	 	 
	4.1 Requisite Power and Authority
	 	 	11	 
	 
	 	 	 	 
	4.2 Investment Representations
	 	 	12	 
	 
	 	 	 	 
	4.3 Transfer Restrictions
	 	 	13	 
	 
	 	 	 	 
	5. CONDITIONS TO CLOSING
	 	 	13	 
	 
	 	 	 	 
	5.1 Conditions to Purchasers’ Obligations at the Closing
	 	 	13	 
	 
	 	 	 	 
	5.2 Conditions to Obligations of the Company
	 	 	15	 
	 
	 	 	 	 
	6. MISCELLANEOUS
	 	 	15	 
	 
	 	 	 	 
	6.1 Governing Law
	 	 	15	 
	 
	 	 	 	 
	6.2 Survival; Limitation of Liability
	 	 	16	 
	 
	 	 	 	 
	6.3 Successors and Assigns
	 	 	16	 
	 
	 	 	 	 
	6.4 Entire Agreement
	 	 	16	 
	 
	 	 	 	 
	6.5 Severability
	 	 	16	 
	 
	 	 	 	 
	6.6 Amendment and Waiver
	 	 	16	 
	 
	 	 	 	 
	6.7 Delays or Omissions
	 	 	17	 






 


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Table Of Contents

(Continued)




	 	 	 	 	 
	 	 	Page	 
	 
	6.8 Notices
	 	 	17	 
	 
	 	 	 	 
	6.9 Expenses
	 	 	17	 
	 
	 	 	 	 
	6.10 Attorneys’ Fees
	 	 	17	 
	 
	 	 	 	 
	6.11 Titles and Subtitles
	 	 	17	 
	 
	 	 	 	 
	6.12 Counterparts
	 	 	18	 
	 
	 	 	 	 
	6.13 Broker’s Fees
	 	 	18	 
	 
	 	 	 	 
	6.14 Exculpation Among Purchasers
	 	 	18	 
	 
	 	 	 	 
	6.15 Pronouns
	 	 	18	 
	 
	 	 	 	 
	6.16 California Corporate Securities Law
	 	 	18	 





 


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List Of Exhibits




	 	 	 
	Schedule of Purchasers

	 	Exhibit A
	 
	 	 
	Certificate of Incorporation

	 	Exhibit B
	 
	 	 
	Investor Rights Agreement

	 	Exhibit C
	 
	 	 
	Co-Sale Agreement

	 	Exhibit D
	 
	 	 
	Voting Agreement

	 	Exhibit E
	 
	 	 
	Form of Indemnification Agreement

	 	Exhibit F
	 
	 	 
	Form of Legal Opinion

	 	Exhibit G
	 
	 	 
	Employment Agreement

	 	Exhibit H







 


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LENDINGCLUB CORPORATION




SERIES A PREFERRED STOCK PURCHASE AGREEMENT




This Series A Preferred Stock Purchase Agreement (the “Agreement) is made and entered
into as of August 21, 2007, by and among LendingClub Corporation, a Delaware corporation
(the “Company”), and each of those persons and entities, severally and not jointly, whose names are
set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities
are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).



Recitals




Whereas, the Company has authorized the sale and issuance of an aggregate of Nine
Million Six Hundred Thirty-Three Thousand Eight Hundred Four (9,633,804) shares of its Series A
Preferred Stock (the “Shares”),



Whereas, Purchasers desire to purchase the Shares on the terms and conditions set
forth herein; and



Whereas, the Company desires to issue and sell the Shares to Purchasers on the terms
and conditions set forth herein.



Agreement




Now, Therefore, in consideration of the foregoing recitals and the mutual promises,
representations, warranties, and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




1. Agreement To Sell And Purchase.



1.1 Authorization of Shares. The Company has authorized (a) the sale and issuance to
Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon
conversion of the Shares (the “Conversion Shares”). The Shares and the Conversion Shares have the
rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate
of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).



1.2 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as
hereinafter defined) the Company hereby agrees to issue and sell to each Purchaser, and each
Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set
forth opposite such Purchaser’s name on Exhibit A, at a purchase price of one dollar and six and
one-half cents ($1.065) per share.


 


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2. Closing, Delivery And Payment.



2.1 Closing. The closing of the sale and purchase of the Shares under this Agreement (the
“Closing”) shall take place at 1:00 p.m. on the date hereof, at the offices of Cooley Godward
Kronish LLP, 3175 Hanover Street, Palo Alto, CA, 94304 or at such other time or place as the
Company and Purchasers may mutually agree (such date is hereinafter referred to as the “Closing
Date”).



2.2 Delivery. At the Closing, subject to the terms and conditions hereof, the Company will
deliver to each Purchaser a certificate representing the number of Shares to be purchased at the
Closing by such Purchaser, against payment of the purchase price therefor by check or wire transfer
made payable to the order of the Company.



2.3 Subsequent Sales of Shares. At any time on or before the ninetieth (90th) day following
the Closing, or at such later time as the Company and the holders of at least fifty-five percent
(55%) of the Shares purchased at the Closing (pursuant to Section 2.1) may mutually agree, the
Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at
the Closing to such persons as may be approved by the Company (the “Additional Purchasers”). All
such sales made at any additional closings (each an “Additional Closing”), shall be made on the
terms and conditions set forth in this Agreement, and the representations and warranties of the
Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing. The Schedule
of Purchasers may be amended by the Company without the consent of the Purchasers to include any
Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature
page hereto. Any shares of Series A Preferred Stock sold pursuant to this Section 2.3 shall be
deemed to be “Shares” for all purposes under this Agreement and any Additional Purchasers thereof
shall be deemed to be “Purchasers” for all purposes under this Agreement.




3. Representations And Warranties Of The Company.



Except as set forth on a Schedule of Exceptions delivered by the Company to Purchasers at the
Closing, the Company hereby represents and warrants to each Purchaser as of the date of this
Agreement as set forth below. For purposes of this Section 3, the term “to the Company’s
Knowledge” or “to its Knowledge” shall mean the knowledge of Renaud Laplanche, John Donovan and/or
Joaquin Delgado, including such knowledge as such individuals would have after reasonable
investigation.



3.1 Organization, Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware. The
Company has all requisite corporate power and authority to own and operate its properties and
assets, to execute and deliver this Agreement and the Investor Rights Agreement in the form
attached hereto as Exhibit C (the “Investor Rights Agreement”), the Right of First Refusal and
Co-Sale Agreement in the form attached hereto as Exhibit D (the “Co-Sale Agreement”), and the
Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”) (collectively,
the “Related Agreements”), to issue and sell the Shares and the Conversion Shares, and to carry out
the provisions of this Agreement, the Related Agreements and the Restated Charter and to carry on
its business as presently conducted and as presently
proposed to be conducted. The Company is duly qualified to do business and is in good
standing as a foreign corporation in California and in all jurisdictions in which the nature of its
activities and of its properties (both owned and leased) makes such qualification necessary, except
for those jurisdictions in which failure to do so would not have a material adverse effect on the
Company or its business.


 


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3.2 Subsidiaries. The Company does not own or control any equity security or other interest
of any other corporation, partnership, limited liability company or other business entity. The
Company is not a participant in any joint venture, partnership, limited liability company or
similar arrangement. Since its inception, the Company has not consolidated or merged with,
acquired all or substantially all of the assets of, or acquired the stock of or any interest in any
corporation, partnership, limited liability company or other business entity.




3.3 Capitalization; Voting Rights.



(a) The authorized capital stock of the Company, immediately prior to the Closing, consists of
(i) 23,725,000 shares of Common Stock, par value $0.01 per share, 8,190,000 shares of which are
issued and outstanding, and (ii) 10,075,000 shares of Preferred Stock, par value $0.01 per share,
all shares of which are designated Series A Preferred Stock, none of which are issued and
outstanding.



(b) Under the Company’s 2007 Stock Incentive Plan (the “Plan”), (i) no shares have been issued
pursuant to restricted stock purchase agreements and/or the exercise of outstanding options and are
included in 3.3(a)(i) above, (ii) 1,508,000 options to purchase shares have been granted and are
currently outstanding, and (iii) 2,184,000 shares of Common Stock remain available for future
issuance to officers, directors, employees and consultants of the Company. The Company has not
made any representations regarding equity incentives to any officer, employee, director or
consultant that are inconsistent with the share amounts and terms set forth in the Company’s board
minutes.



(c) Other than the shares reserved for issuance under the Plan, and except as may be granted
pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants,
rights (including conversion or preemptive rights and rights of first refusal), proxy or
stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company
of any of its securities.



(d) All issued and outstanding shares of the Company’s Common Stock (i) have been duly
authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance
with all applicable state and federal laws concerning the issuance of securities; and (iii) are
subject to a right of first refusal in favor of the Company upon transfer.



(e) The rights, preferences, privileges and restrictions of the Shares are as stated in the
Restated Charter. The Conversion Shares have been duly and validly reserved for issuance. When
issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and
the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any
liens or encumbrances other than (i) liens and encumbrances created by or imposed upon the
Purchasers and (ii) any right of first refusal set
forth in the Company’s Bylaws; provided, however, that the Shares and the Conversion Shares
may be subject to restrictions on transfer under state and/or federal securities laws as set forth
herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the
Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be
subject to any preemptive rights or rights of first refusal that have not been properly waived or
complied with.


 


3









 





(f) All options granted and Common Stock issued vest as follows: twenty-five percent (25%) of
the shares vest one (1) year following the vesting commencement date, with the remaining
seventy-five percent (75%) vesting in equal quarterly installments over the next three (3) years,
and, as of the Closing, no such shares are more than twenty five percent (25%) vested. No stock
plan, stock purchase, stock option or other agreement or understanding between the Company and any
holder of any equity securities or rights to purchase equity securities provides for acceleration
or other changes in the vesting provisions or other terms of such agreement or understanding as the
result of (i) termination of employment or consulting services (whether actual or constructive);
(ii) any merger, consolidated sale of stock or assets, change in control or any other
transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events.



(g) All outstanding shares of Common Stock, and all shares of Common Stock issuable upon the
exercise or conversion of outstanding options, warrants or other exercisable or convertible
securities are subject to a market standoff or “lockup” agreement of not less than 180 days
following the Company’s initial public offering.



3.4 Authorization; Binding Obligations. All corporate action on the part of the Company, its
officers, and directors, including but not limited to the consent of the board of directors and the
stockholders, necessary for the authorization of this Agreement and the Related Agreements, the
performance of all obligations of the Company hereunder and thereunder at the Closing and the
authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares
pursuant to the Restated Charter has been taken. The Agreement and the Related Agreements, when
executed and delivered, will be valid and binding obligations of the Company enforceable in
accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting enforcement of creditors’
rights, (b) general principles of equity that restrict the availability of equitable remedies, and
(c) to the extent that the enforceability of the indemnification provisions in the Investor Rights
Agreement may be limited by applicable laws.



3.5 Financial Statements. The Company has made available to each Purchaser its audited
balance sheet as at December 31, 2006 and audited statement of income and cash flows for the period
from inception to December 31, 2006 (the “Statement Date”) (collectively, the “Financial
Statements”). The Financial Statements, together with the notes thereto, have been prepared in
accordance with generally accepted accounting principles applied on a consistent basis throughout
the periods indicated, except as disclosed therein, and present fairly the financial condition and
position of the Company as of December 31, 2006 and as of the Statement Date.


 


4









 





3.6 Liabilities. The Company has no material liabilities and, to its Knowledge, no material
contingent liabilities, not disclosed in the Financial Statements, except current liabilities
incurred in the ordinary course of business which have not been, either in any individual case or
in the aggregate, materially adverse.




3.7 Agreements; Action.



(a) Except for agreements explicitly contemplated hereby and agreements between the Company
and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no
agreements, understandings or proposed transactions between the Company and any of its officers,
directors, employees, affiliates or any affiliate thereof.



(b) There are no agreements, understandings, instruments, contracts, proposed transactions,
judgments, orders, writs or decrees to which the Company is a party, or to its Knowledge, by which
it is bound, which may involve (i) future obligations (contingent or otherwise) of, or payments to,
the Company in excess of $25,000, or (ii) the transfer or license of any patent, copyright, trade
secret or other proprietary right to or from the Company (other than licenses by the Company of
“off the shelf” or other standard products), or (iii) provisions restricting the development,
manufacture or distribution of the Company’s products or services, or (iv) indemnification by the
Company with respect to infringements of proprietary rights.



(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any
distribution upon or with respect to any class or series of its capital stock, (ii) incurred or
guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables
incurred in the ordinary course of business or as disclosed in the Financial Statements)
individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually
less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any
person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise
disposed of any of its assets or rights, other than the sale of its inventory in the ordinary
course of business.



(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities,
agreements, understandings, instruments, contracts and proposed transactions involving the same
person or entity (including persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of
such subsections.



3.8 Obligations to Related Parties. There are no obligations of the Company to officers,
directors, stockholders, or employees of the Company other than (a) for payment of salary for
services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company and
(c) for other standard employee benefits made generally available to all employees (including stock
option agreements outstanding under any stock option plan approved by the Board of Directors of the
Company). None of the officers, directors or, to the Company’s Knowledge, key employees or
stockholders of the Company or any members of their immediate families, is indebted to the Company
or has any direct or indirect ownership interest in any firm


 


5









 






or corporation with which the Company
is affiliated or with which the Company has a business
relationship, or any firm or corporation that competes with the Company, other than (i)
passive investments in publicly traded companies (representing less than 1% of such company) which
may compete with the Company and (ii) investments by venture capital funds with which directors of
the Company may be affiliated and service as a board member of a company in connection therewith
due to a person’s affiliation with a venture capital fund or similar institutional investor in such
company. No officer or director or any member of such officer’s or director’s immediate families
or, to the Company’s Knowledge, stockholder or any member of such stockholder’s immediate family,
is, directly or indirectly, interested in any material contract with the Company (other than such
contracts as relate to any such person’s ownership of capital stock or other securities of the
Company).




3.9 Changes. Since the Statement Date, there has not been, to the Company’s Knowledge:



(a) Any change in the assets, liabilities, financial condition or operations of the Company
from that reflected in the Financial Statements, other than changes in the ordinary course of
business, none of which individually or in the aggregate has had or is reasonably expected to have
a material adverse effect on such assets, liabilities, financial condition or operations of the
Company;



(b) Any resignation or termination of any officer, key employee or group of employees of the
Company;



(c) Any material change, except in the ordinary course of business, in the contingent
obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;



(d) Any damage, destruction or loss, whether or not covered by insurance, materially and
adversely affecting the properties, business or financial condition of the Company;




(e) Any waiver by the Company of a valuable right or of a material debt owed to it;



(f) Any material change in any compensation arrangement or agreement with any employee,
officer, director or stockholder;




(g) Any labor organization activity related to the Company;



(h) Any sale, assignment, or exclusive license or transfer of any patents, trademarks,
copyrights, trade secrets or other intangible assets;



(i) Any change in any material agreement to which the Company is a party or by which it is
bound, which materially and adversely affects the business, assets, liabilities, financial
condition or operations of the Company;


 


6









 





(j) Any other event or condition of any character that, either individually or cumulatively,
has materially and adversely affected the business, assets, liabilities, financial condition or
operations of the Company; or



(k) Any arrangement or commitment by the Company to do any of the acts described in subsection
(a) through (l) above.



3.10 Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to
its properties and assets and good title to its leasehold estates, in each case subject to no
mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes
which have not yet become delinquent, (b) minor liens and encumbrances which do not materially
detract from the value of the property subject thereto or materially impair the operations of the
Company, and (c) those that have otherwise arisen in the ordinary course of business.




3.11 Intellectual Property.



(a) The Company owns or possesses sufficient legal rights to all patents, trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights
and processes necessary for its business as now conducted and as presently proposed to be
conducted, without any known infringement of the rights of others. There are no outstanding
options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is
the Company bound by or a party to any options, licenses or agreements of any kind with respect to
the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information and other proprietary rights and processes of any other person or entity other than
such licenses or agreements arising from the purchase of “off the shelf” or standard products.



(b) The Company has not received any communications alleging that the Company has violated or,
by conducting its business as presently proposed to be conducted, would violate any of the patents,
trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity.



(c) To the Company’s Knowledge, none of its employees is obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement, or subject to any
judgment, decree or order of any court or administrative agency, that would interfere with their
duties to the Company or that would conflict with the Company’s business as proposed to be
conducted. Each former and current employee, officer and consultant of the Company has executed a
proprietary information and inventions agreement in the form(s) as delivered to Purchasers. No
former or current employee, officer or consultant of the Company has (i) excluded works or
inventions made prior to his or her employment with the Company from his or her assignment of
inventions pursuant to such employee, officer or consultant’s proprietary information and
inventions agreement or (ii) failed to affirmatively indicate in such proprietary information and
inventions agreement that no such works or inventions made prior to his or her employment with the
Company exist. The Company does not believe it is or will be necessary to utilize any inventions,
trade secrets or proprietary information of any of its
employees made prior to their employment by the Company, except for inventions, trade secrets
or proprietary information that have been assigned to the Company.



(d) The Company is not subject to any “open source” or “copyleft” obligations or otherwise
required to make any public disclosure or general availability of source code either used or
developed by the Company.



 


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3.12 Compliance with Other Instruments. The Company is not in violation or default of any
term of its charter documents, each as amended, or of any provision of any mortgage, indenture,
contract, lease, agreement, instrument or contract to which it is party or, to its Knowledge, by
which it is bound or of any judgment, decree, order or writ other than any such violation that
would not have a material adverse effect on the Company. The execution, delivery, and performance
of and compliance with this Agreement, and the Related Agreements, and the issuance and sale of the
Shares pursuant hereto and of the Conversion Shares pursuant to the Restated Charter, will not,
with or without the passage of time or giving of notice, result in any such material violation, or
be in conflict with or constitute a material default under any such term or provision, or result in
the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any
permit, license, authorization or approval applicable to the Company, its business or operations or
any of its assets or properties. To the Company’s Knowledge, the Company has not performed any act
which would result in the Company’s loss of any material right granted under any license or other
agreement required to be disclosed in the Schedule of Exceptions.



3.13 Litigation. There is no action, suit, proceeding or investigation pending or, to the
Company’s Knowledge, currently threatened against the Company that would reasonably be expected to
result, either individually or in the aggregate, in any material adverse change in the assets,
condition or affairs of the Company, financially or otherwise, or any change in the current equity
ownership of the Company or that questions the validity of this Agreement or the Related Agreements
or the right of the Company to enter into any of such agreements, or to consummate the transactions
contemplated hereby or thereby. The foregoing includes, without limitation, actions pending or, to
the Company’s Knowledge, threatened involving the prior employment of any of the Company’s
employees, their use in connection with the Company’s business of any information or techniques
allegedly proprietary to any of their former employers, or their obligations under any agreements
with prior employers. The Company is not a party or to its Knowledge subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the Company currently
pending or which the Company intends to initiate.



3.14 Tax Returns and Payments. The Company is and always has been a subchapter C corporation.
The Company has timely filed all tax returns (federal, state and local) required to be filed by
it. All taxes shown to be due and payable on such returns, any assessments imposed, and to the
Company’s Knowledge all other taxes due and payable by the Company on or before the Closing, have
been paid or will be paid prior to the time they become delinquent. The Company has not been
advised (a) that any of its returns, federal, state or other, have been or are being audited as of
the date hereof, or (b) of any deficiency in assessment or
proposed judgment to its federal, state or other taxes. The Company has no Knowledge of any
liability of any tax to be imposed upon its properties or assets as of the date of this Agreement
that is not adequately provided for.


 


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3.15 Employees. The Company has no collective bargaining agreements with any of its
employees. There is no labor union organizing activity pending or, to the Company’s Knowledge,
threatened with respect to the Company. The Company is not a party to or bound by any currently
effective employment contract, deferred compensation arrangement, bonus plan, incentive plan,
profit sharing plan, retirement agreement or other employee compensation plan or agreement. No
employee of the Company has been granted the right to continued employment by the Company or to any
material compensation following termination of employment with the Company. To the Company’s
Knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is
in violation of any term of any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to contract with, the
Company; and to the Company’s Knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent contractors, will
not result in any such violation. The Company has not received any notice alleging that any such
violation has occurred. To the Company’s Knowledge, no officer, key employee or group of employees
intends to terminate his, her or their employment with the Company, nor does the Company have a
present intention to terminate the employment of any officer, key employee or group of employees.
Each former employee of the Company whose employment was terminated by the Company has entered into
an agreement with the Company providing for the full release of any claims against the Company or
any related party arising out of such employment. There are no actions pending, or to the
Company’s Knowledge, threatened, by any former or current employee concerning such person’s
employment by the Company.



3.16 Obligations of Management. Each officer and key employee of the Company is currently
devoting substantially all of his or her business time to the conduct of the business of the
Company. To the Company’s Knowledge, no officer or key employee of the Company is planning to work
less than full time at the Company in the future. No officer or key employee is currently working
or, to the Company’s Knowledge, plans to work for a competitive enterprise, whether or not such
officer or key employee is or will be compensated by such enterprise.



3.17 Registration Rights and Voting Rights. Except as required pursuant to the Investor
Rights Agreement, the Company is presently not under any obligation, and has not granted any
rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the
Company’s presently outstanding securities or any of its securities that may hereafter be issued.
To the Company’s Knowledge, except as contemplated in the Voting Agreement, no stockholder of the
Company has entered into any agreement with respect to the voting of equity securities of the
Company.


 


9









 





3.18 Compliance with Laws; Permits. The Company is not in violation of any applicable
statute, rule, regulation, order or restriction of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of its business or the ownership of its
properties, which violation would materially and adversely affect the
business, assets, liabilities, financial condition, or operations of the Company. No
governmental orders, permissions, consents, approvals or authorizations are required to be obtained
and no registrations or declarations are required to be filed in connection with the execution and
delivery of this Agreement or the issuance of the Shares or the Conversion Shares, except such as
have been duly and validly obtained or filed, or with respect to any filings that must be made
after the Closing, as will be filed in a timely manner. The Company has all franchises, permits
and any similar authority necessary for the conduct of its business as now being conducted by it,
the lack of which could materially and adversely affect the business, assets, properties or
financial condition of the Company and believes it can obtain, without undue burden or expense, any
similar authority for the conduct of its business as planned to be conducted. The Company has all
licenses (including without limitation lending licenses in each state) required for the conduct of
its business as now conducted and as presently proposed to be conducted.



3.19 Offering Valid. Assuming the accuracy of the representations and warranties of
Purchasers contained in Section 4.2 hereof, the offer, sale and issuance of the Shares and the
Conversion Shares will be exempt from the registration requirements of the Securities Act, and will
have been registered or qualified (or are exempt from registration and qualification) under the
registration, permit or qualification requirements of all applicable state securities laws.
Neither the Company nor any agent on its behalf has solicited any offers to sell or has offered to
sell all or any part of the Shares to any person or persons so as to bring the sale of such Shares
by the Company within the registration provisions of the Securities Act or any state securities
laws.



3.20 Full Disclosure. The Company has provided Purchasers with all information requested by
the Purchasers in connection with their decision to purchase the Shares. Neither this Agreement,
the exhibits hereto, the Related Agreements nor any other document delivered by the Company to
Purchasers or their attorneys or agents in connection herewith or therewith at the Closing or with
the transactions contemplated hereby or thereby, contain any untrue statement of a material fact
nor omit to state a material fact necessary in order to make the statements contained herein or
therein not misleading. Notwithstanding the foregoing, the Business Plan dated as of
_____,
2007 provided to each Purchaser (the “Business Plan”) was prepared by the management of the Company
in a good faith effort to describe the Company’s presently proposed business and products and the
markets therefore. The assumptions applied in preparing the Business Plan appeared reasonable to
management as of the date thereof and as of the date hereof; however, there is no assurance that
these assumptions will prove to be valid or that the objectives set forth in the Business Plan will
be achieved.




3.21 Qualified Small Business.



(a) The Company represents and warrants to Purchasers that, to the best of its Knowledge, the
Company is a “qualified small business” within the meaning of Section 1202(d) of the Internal
Revenue Code of 1986, as amended (the “Code”), as of the date hereof and the Shares should qualify
as “qualified small business stock” as defined in Section 1202(c) of the Code as of the date
hereof. The Company further represents and warrants that, as of the date hereof, it meets the
“active business requirement” of Section 1202(e) of the Code, and it has made no “significant
redemptions” within the meaning of Section 1202(c)(3)(B) of the Code.


 


10









 





(b) The Company represents and warrants to Purchasers that, to the best of its Knowledge, (i)
the Company will meet the requirements for qualification as “qualified small business stock” set
forth in Section 18152.5 of the California Revenue and Taxation Code; (ii) the Company’s principal
business operations are in the State of California with more than eighty percent (80%) by value of
the Company’s payroll paid to residents of the State of California; (iii) more than eighty percent
(80%) by value of the assets of the Company are used by it in the active conduct of one or more
qualified trades or businesses in California, as defined by Code Section 18152.5(e)(3), and (iv)
the Company is an eligible corporation, as defined by Code Section 18152.5(e)(4).



3.22 Minute Books. The minute books of the Company made available to Purchasers contain a
complete summary of all meetings of directors and stockholders since the time of incorporation.



3.23 Real Property Holding Corporation. The Company is not a real property holding
corporation within the meaning of Code Section 897(c)(2) and any regulations promulgated
thereunder.



3.24 Insurance. The Company has general commercial, product liability, fire and casualty
insurance policies with coverage customary for companies similarly situated to the Company.



3.25 Executive Officers. No executive officer or person nominated to become an executive
officer of the Company (i) to the Company’s Knowledge, has been convicted in a criminal proceeding
or is a named subject of a pending criminal proceeding (excluding minor traffic violations) or (ii)
is or has been subject to any judgment or order of, or is the subject of any pending civil or
administrative action by the Securities and Exchange Commission or any related self-regulatory
organization.




4. Representations And Warranties Of Purchasers.



Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as
follows (provided that such representations and warranties do not lessen or obviate the
representations and warranties of the Company set forth in this Agreement):



4.1 Requisite Power and Authority. Purchaser has all necessary power and authority to execute
and deliver this Agreement and the Related Agreements and to carry out their provisions. All
action on Purchaser’s part required for the lawful execution and delivery of this Agreement and the
Related Agreements has been taken. Upon their execution and delivery, this Agreement and the
Related Agreements will be valid and binding obligations of Purchaser, enforceable in accordance
with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as
limited by general principles of equity that restrict the availability of equitable remedies, and
(c) to the extent that the enforceability of the indemnification provisions of the Investor Rights
Agreement may be limited by applicable laws.


 


11









 





4.2 Investment Representations. Purchaser understands that neither the Shares nor the
Conversion Shares have been registered under the Securities Act. Purchaser also
understands that the Shares are being offered and sold pursuant to an exemption from
registration contained in the Securities Act based in part upon Purchaser’s representations
contained in the Agreement. Purchaser hereby represents and warrants as follows:



(a) Purchaser Bears Economic Risk. Purchaser has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar to the Company so
that it is capable of evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Purchaser must bear the economic risk of this investment
indefinitely unless the Shares (or the Conversion Shares) are registered pursuant to the Securities
Act, or an exemption from registration is available. Purchaser understands that the Company has no
present intention of registering the Shares, the Conversion Shares or any shares of its Common
Stock. Purchaser also understands that there is no assurance that any exemption from registration
under the Securities Act will be available and that, even if available, such exemption may not
allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the
circumstances, in the amounts or at the times Purchaser might propose.



(b) Acquisition for Own Account. Purchaser is acquiring the Shares and the Conversion Shares
for Purchaser’s own account for investment only, and not with a view towards their distribution.



(c) Purchaser Can Protect Its Interest. Purchaser represents that by reason of its, or of its
management’s, business or financial experience, Purchaser has the capacity to protect its own
interests in connection with the transactions contemplated in this Agreement, and the Related
Agreements. Further, Purchaser is aware of no publication of any advertisement in connection with
the transactions contemplated in the Agreement.



(d) Accredited Investor. Purchaser represents that it is an “accredited investor” within the
meaning of Regulation D under the Securities Act.



(e) Company Information. Purchaser has had an opportunity to discuss the Company’s business,
management and financial affairs with directors, officers and management of the Company and has had
the opportunity to review the Company’s operations and facilities. Purchaser has also had the
opportunity to ask questions of and receive answers from, the Company and its management regarding
the terms and conditions of this investment.



(f) Rule 144. Purchaser acknowledges and agrees that the Shares, and, if issued, the
Conversion Shares are “restricted securities” as defined in Rule 144 promulgated under the
Securities Act as in effect from time to time and must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such registration is
available. Purchaser has been advised or is aware of the provisions of Rule 144, which permits
limited resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things: the availability of certain current public information
about the Company, the resale occurring following the required holding period under Rule 144 and
the number of shares being sold during any three-month period not exceeding specified limitations.


 


12









 





(g) Residence. If Purchaser is an individual, then Purchaser resides in the state or province
identified in the address of Purchaser set forth on Exhibit A; if Purchaser is a partnership,
corporation, limited liability company or other entity, then the office or offices of Purchaser in
which its investment decision was made is located at the address or addresses of Purchaser set
forth on Exhibit A.



(h) Foreign Investors. If Purchaser is not a United States person (as defined by Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended), Purchaser hereby represents that it
has satisfied itself as to the full observance of the laws of its jurisdiction in connection with
any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any government or other consents that may need to
be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to
the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale
and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will
not violate any applicable securities or other laws of Purchaser’s jurisdiction.



4.3 Transfer Restrictions. Each Purchaser acknowledges and agrees that the Shares and, if
issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Investor
Rights Agreement.




5. Conditions To Closing.



5.1 Conditions to Purchasers’ Obligations at the Closing. Purchasers’ obligations to purchase
the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the
following conditions:



(a) Representations and Warranties True; Performance of Obligations. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct as of the Closing Date
with the same force and effect as if they had been made as of the Closing Date, and the Company
shall have performed all obligations and conditions herein required to be performed or observed by
it on or prior to the Closing.



(b) Legal Investment. On the Closing Date, the sale and issuance of the Shares and the
proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations
to which Purchasers and the Company are subject.



(c) Consents, Permits, and Waivers. The Company shall have obtained any and all consents,
permits and waivers necessary or appropriate for consummation of the transactions contemplated by
the Agreement and the Related Agreements (including any filing required to comply with the Hart
Scott Rodino Antitrust Improvements Act of 1976) except for such as may be properly obtained
subsequent to the Closing.



(d) Filing of Restated Charter. The Restated Charter shall have been filed with the Secretary
of State of the State of Delaware and shall continue to be in full force and effect as of the
Closing Date.


 


13









 





(e) Corporate Documents. The Company shall have delivered to Purchasers or their counsel
copies of all corporate documents of the Company as Purchasers shall reasonably request.



(f) Reservation of Conversion Shares. The Conversion Shares issuable upon conversion of the
Shares shall have been duly authorized and reserved for issuance upon such conversion.



(g) Compliance Certificate. The Company shall have delivered to Purchasers a Compliance
Certificate, executed by the President of the Company, dated the Closing Date, to the effect that
the conditions specified in subsections (a), (c), (d) and (f) of this Section 5.1 have been
satisfied.



(h) Secretary’s Certificate. Purchasers shall have received from the Company’s Secretary, a
certificate having attached thereto (i) the Company’s Restated Charter as in effect at the time of
the Closing, (ii) the Company’s Bylaws as in effect at the time of the Closing, (iii) resolutions
approved by the Board of Directors authorizing the transactions contemplated hereby, (iv)
resolutions approved by the Company’s stockholders authorizing the filing of the Restated Charter,
and (v) good standing certificates (including tax good standing) with respect to the Company from
the applicable authority(ies) in Delaware and in California, dated a recent date before the
Closing.



(i) Investor Rights Agreement. The Investor Rights Agreement shall have been executed and
delivered by the parties thereto.



(j) Co-Sale Agreement. The Co-Sale Agreement shall have been executed and delivered by the
parties thereto. The stock certificates representing the outstanding shares subject to the Co-Sale
Agreement shall have been delivered to the Secretary of the Company and shall have had appropriate
legends placed upon them to reflect the restrictions on transfer set forth in the Co-Sale
Agreement.



(k) Voting Agreement. The Voting Agreement shall have been executed and delivered by the
parties thereto. The stock certificates representing the outstanding shares subject to the Voting
Agreement shall have been delivered to the Secretary of the Company and shall have had appropriate
legends placed upon them to reflect the restrictions on transfer set forth in the Voting Agreement.



(l) Indemnification Agreements. The Company shall have entered into an Indemnification
Agreement in substantially the form attached hereto as Exhibit F with each member of the Board of
Directors.



(m) Board of Directors. Upon the Closing, the authorized size of the Board of Directors of
the Company shall be five (5) members and the Board shall initially consist of Renaud Laplanche,
Jeffrey Crowe, Daniel Ciporin, John Donovan and one vacancy.



(n) Legal Opinion. Purchasers shall have received from legal counsel to the Company an
opinion addressed to them, dated as of the Closing Date, in substantially the form attached hereto
as Exhibit G.


 


14









 





(o) Proceedings and Documents. All corporate and other proceedings in connection with the
transactions contemplated at the Closing hereby and all documents and instruments incident to such
transactions shall be reasonably satisfactory in substance and form to Purchasers and their special
counsel, and Purchasers and their special counsel shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request.



(p) Proprietary Information and Inventions Agreement. The Company and each of its employees
shall have entered into the Company’s standard form of Proprietary Information and Inventions
Agreement, in a form reasonably acceptable to Purchasers.



(q) Founder Employment Agreement. The Company and Renaud Laplanche shall have entered into an
employment agreement in substantially the form attached hereto as Exhibit H.



5.2 Conditions to Obligations of the Company. The Company’s obligation to issue and sell the
Shares at each Closing is subject to the satisfaction, on or prior to such Closing, of the
following conditions:



(a) Representations and Warranties True. The representations and warranties in Section 4 made
by those Purchasers acquiring Shares hereof shall be true and correct at the date of the Closing,
with the same force and effect as if they had been made on and as of said date.



(b) Performance of Obligations. Such Purchasers shall have performed and complied with all
agreements and conditions herein required to be performed or complied with by such Purchasers on or
before the Closing.



(c) Filing of Restated Charter. The Restated Charter shall have been filed with the Secretary
of State of the State of Delaware.



(d) Voting Agreement. The Voting Agreement shall have been executed and delivered by the
parties thereto.



(e) Consents, Permits, and Waivers. The Company shall have obtained any and all consents,
permits and waivers necessary or appropriate for consummation of the transactions contemplated by
the Agreement and the Related Agreements (including any filing required to comply with the Hart
Scott Rodino Antitrust Improvements Act of 1976, and except for such as may be properly obtained
subsequent to the Closing).




6. Miscellaneous.



6.1 Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Delaware in all respects as such laws are applied to agreements among Delaware residents
entered into and performed entirely within Delaware, without giving effect to conflict of law
principles thereof. The parties agree that any action brought by either party under or in relation
to this Agreement, including without limitation to interpret or enforce
any provision of this Agreement, shall be brought in, and each party agrees to and does hereby
submit to the jurisdiction and venue of, any state or federal court located in the County of Santa
Clara, California.


 


15









 





6.2 Survival; Limitation of Liability. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions contemplated hereby; provided,
however, that in the event a Purchaser receives written notice of a breach of any representation,
warranty, covenant or agreement made herein by the Company, such Purchaser shall have two (2) years
after the date of such notice to bring a claim against the Company in connection with such breach;
provided, further, however that in the event that such Purchaser obtains knowledge of any breach of
any representation, warranty, covenant or agreement made herein by the Company after the Closing,
such Purchaser shall promptly provide notice to the Company of such breach. All statements as to
factual matters contained in any certificate or other instrument delivered by or on behalf of the
Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to
be representations and warranties by the Company hereunder solely as of the date of such
certificate or instrument. The representations, warranties, covenants and obligations of the
Company, and the rights and remedies that may be exercised by the Purchasers, shall not be limited
or otherwise affected by or as a result of any information furnished to, or any investigation made
by or knowledge of, any of the Purchasers or any of their representatives.



6.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective
successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be
enforceable by each person who shall be a holder of the Shares from time to time; provided,
however, that prior to the receipt by the Company of adequate written notice of the transfer of any
Shares specifying the full name and address of the transferee, the Company may deem and treat the
person listed as the holder of such Shares in its records as the absolute owner and holder of such
Shares for all purposes.



6.4 Entire Agreement. This Agreement, the exhibits and schedules hereto, the Related
Agreements and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and no party
shall be liable for or bound to any other in any manner by any oral or written representations,
warranties, covenants and agreements except as specifically set forth herein and therein.



6.5 Severability. In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.



6.6 Amendment and Waiver. Except as otherwise expressly provided for in Section 2.3, this
Agreement may be amended or modified, and the obligations of the Company and the rights of the
holders of the Shares and the Conversion Shares under the Agreement may be waived, only upon the
written consent of the Company and holders of at least fifty-five
percent (55%) of the Shares purchased pursuant to this Agreement (treated as if converted and
including any Conversion Shares into which the then outstanding Shares have been converted that
have not been sold to the public).


 


16









 





6.7 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power
or remedy accruing to any party, upon any breach, default or noncompliance by another party under
this Agreement, the Related Agreements or the Restated Charter, shall impair any such right, power
or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance,
or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of any kind or
character on any party’s part of any breach, default or noncompliance under this Agreement, the
Related Agreements or the Restated Charter or any waiver on such party’s part of any provisions or
conditions of the Agreement, the Related Agreements or the Restated Charter must be in writing and
shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, the Related Agreements or the Restated Charter or otherwise shall be
cumulative and not alternative.



6.8 Notices. All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by
confirmed electronic mail, telex or facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the Company at the address as set
forth on the signature page hereof and to Purchaser at the address set forth on Exhibit A attached
hereto or at such other address or electronic mail address as the Company or Purchaser may
designate by ten (10) days advance written notice to the other parties hereto.



6.9 Expenses. Each party shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of the Agreement; provided, however, that the
Company shall, at the Closing, reimburse the reasonable fees of and expenses of Cooley Godward
Kronish LLP, not to exceed thirty five thousand dollars ($35,000), incurred in connection with the
negotiation, execution, delivery and performance of this Agreement.



6.10 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation
to this Agreement, including without limitation to enforce any provision in this Agreement, the
prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.



6.11 Titles and Subtitles. The titles of the sections and subsections of the Agreement are
for convenience of reference only and are not to be considered in construing this Agreement.


 


17









 





6.12 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument.



6.13 Broker’s Fees. Each party hereto represents and warrants that no agent, broker,
investment banker, person or firm acting on behalf of or under the authority of such party hereto
is or will be entitled to any broker’s or finder’s fee or any other commission directly or
indirectly in connection with the transactions contemplated herein. Each party hereto further
agrees to indemnify each other party for any claims, losses or expenses incurred by such other
party as a result of the representation in this Section 6.13 being untrue.



6.14 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon
any person, firm, or corporation, other than the Company and its officers and directors, in making
its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor
the respective controlling persons, officers, directors, partners, agents, or employees of any
Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or
omitted to be taken by any of them in connection with the purchase of the Shares and Conversion
Shares.



6.15 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to
refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties
hereto may require.



6.16 California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF
THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH
QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF
ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR
AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 


18









 





In Witness Whereof, the parties hereto have executed the Series A Preferred Stock
Purchase Agreement as of the date set forth in the first paragraph hereof.



	 	 	 	 	 	 	 	 	 
	COMPANY:

	 	PURCHASERS:	 	 
	 
	 	 	 	 	 	 	 	 
	LendingClub Corporation	 	Norwest Venture Partners X, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	by: genesis vc partners x, llc, its
general partner	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Renaud Laplanche
 

	 	Signature:
	 	/s/ Jeffrey M. Crowe
 

	 	 
	Print Name: 

	 	Renaud Laplanche
 

	 	Print Name: 
	 	Jeffrey M. Crowe
 

	 	 
	Title:

	 	President & Ceo
 

	 	Title:
	 	General Partner
 

	 	 
	Address:

	 	440 North Wolfe Road
	 	Address:
	 	525 University Avenue, Ste. 800	 	 
	 

	 	Sunnyvale, CA 94085
	 	 	 	Palo Alto, CA 94301	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Canaan VII L.P,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	by: Canaan Partners VII LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Signature:
	 	/s/ Guy M. Russo
 

	 	 
	 

	 	 	 	Print Name:
	 	Guy M. Russo
 

	 	 
	 

	 	 	 	Title:
	 	Member/Manager
 

	 	 
	 

	 	 	 	Address:
	 	285 Riverside Avenue, Suite 250	 	 
	 

	 	 	 	 	 	Westport, CT 06880	 	 






[Series A Preferred Stock Purchase Agreement Signature Page]





 












 







	 	 	 	 	 	 	 	 	 
	 	 	Daniel Ciporin 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Signature:

Print Name:
	 	/s/ Daniel T. Ciporin
 

Daniel T. Ciporin
 

	 	 	  	 
	 

	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	Address:
	 	C/o Canaan Partners VII L.P.	 	 	 	 
	 

	 	 	 	285 Riverside Avenue, Suite 250
	 	 	 	 
	 

	 	 	 	Westport, CT 06880	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Sagax Development Corp.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Signature:
	 	/s/ Luc Hardy
 

	 	 	 	 
	 

	 	Print Name: 
	 	Luc Hardy
 

	 	 	 	 
	 

	 	Title:
	 	President
 

	 	 	 	 
	 

	 	Address:
	 	303 Cognewaugh Road	 	 	 	 
	 

	 	 	 	Cos Cob, CT 06807	 	 	 	 






[Series A Preferred Stock Purchase Agreement Signature Page]




 












 







ExhibitA




SCHEDULE OF PURCHASERS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 
	Name and Address	 	Shares	 	 	Purchase Price	 
	 
	 	 	 	 	 	 	 	 
	Norwest Venture Partners X, LP

525 University Avenue, Suite 800

Palo Alto, CA 94301
	 	 	4,582,160      	 	 	$	4,880,000.40	 
	 
	 	 	 	 	 	 	 	 
	Canaan VII L.P.

285 Riverside Avenue, Suite 250

Westport, CT 06880
	 	 	4,513,428      	 	 	$	4,806,800.82	 
	 
	 	 	 	 	 	 	 	 
	Daniel Ciporin

C/o Canaan VII L.P.

285 Riverside Avenue, Suite 250

Westport, CT 06880
	 	 	68,732	 	 	$	73,199.58	 
	 
	 	 	 	 	 	 	 	 
	Sagax Development Corp.

303 Cognewaugh Road

Cos Cob, CT 06807
	 	 	182,000	 	 	$	193,830	1
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	 	9,346,320      	 	 	$	9,953,830.80	 
	 
	 	 	 	 	 	 





 





	 	 	 
	1	 	Paid for in Services Previously Rendered to the Company.