Exhibit 10.22





EXHIBIT
10.22




Final Execution Version




LENDINGCLUB CORPORATION




AMENDED AND RESTATED

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT




MARCH 13, 2009




 


 









 







LENDINGCLUB CORPORATION




AMENDED AND RESTATED

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT




This Amended and Restated Right of First Refusal and Co-Sale Agreement (the
“Agreement”) is made and entered into as of this 13th day of March, 2009, by and among
LendingClub Corporation, a Delaware corporation (the “Company”), each of the persons and
entities listed on Exhibit A hereto (the “Investors”) and each of the persons listed on Exhibit B
hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”).



Recitals




Whereas, the Key Holders are the beneficial owners of an aggregate of 4,355,000
shares of the Common Stock of the Company;



Whereas, certain Investors (the “Prior Investors”) are holders of outstanding shares
of the Company’s Series A Preferred Stock (the “Series A Stock”) issued by the Company to such
Prior Investors pursuant to the Series A Stock Purchase Agreement by and among the Company, the
Prior Investors and the Key Holders dated August 21, 2007, as amended from time to time, and have
also been granted certain first refusal and co-sale rights under that certain Right of First
Refusal and Co-Sale Agreement by and among the Company and the Prior Investors dated August 21,
2007 (the “Prior Agreement”);



Whereas, certain Investors (the “Series B Investors”) have agreed to purchase shares
of the Company’s Series B Preferred Stock (the “Series B Stock” and together with the Series A
Stock, the “Preferred Stock”) pursuant to that certain Series B Preferred Stock Purchase Agreement
(the “Purchase Agreement”) of even date herewith (the “Financing”);



Whereas, the Company, the Prior Investors, and the Key Holders hereby agree that the
Prior Agreement shall be amended and restated pursuant to Section 6.3 of the Prior Agreement, in
its entirety, by this Agreement, and the parties hereto desire to enter into this Agreement in
order to grant the Investors certain rights of first refusal and co-sale; 



Whereas, the obligations in the Purchase Agreement are conditioned upon the execution
and delivery of this Agreement.



Now, Therefore, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
hereto as follows:



Agreement




1. Definitions.




1.1 “Key Holder Stock” shall mean shares of the Company’s capital stock now owned or
subsequently acquired by the Key Holders by gift, purchase, dividend, option exercise
or any other means whether or not such securities are only registered in a Key Holder’s name
or beneficially or legally owned by such Key Holder, including any interest of a spouse in any of
the Key Holder Stock, whether that interest is asserted pursuant to marital property laws or
otherwise. The number of shares of Key Holder Stock owned by the Key Holders as of the date hereof
is set forth on Exhibit B, which Exhibit may be amended from time to time by the Company to reflect
changes in the number of shares owned by the Key Holders, but the failure to so amend shall have no
effect on such Key Holder Stock being subject to this Agreement.


 


 









 





1.2 “Investor Stock” shall mean the shares of the Company’s Common Stock or Preferred Stock
now owned or subsequently acquired by the Investors whether or not such securities are only
registered in an Investor’s name or beneficially or otherwise legally owned by such Investor.



1.3 For purposes of this Agreement, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers to
receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees
for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of
any of the Key Holder Stock.



2. Transfers by a Key Holder.




2.1 Notice of Transfer. If a Key Holder proposes to Transfer any shares of Key Holder Stock
then the Key Holder shall promptly give written notice (the “Notice”) simultaneously to the Company
and to each of the Investors at least thirty (30) days prior to the closing of such Transfer. The
Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the
number of shares of Key Holder Stock to be transferred, the nature of such Transfer, the
consideration to be paid, and the name and address of each prospective purchaser or transferee. In
the event that the Transfer is being made pursuant to the provisions of Section 3.1, the Notice
shall state under which clause of Section 3.1 the Transfer is being made.



2.2 Company Right of First Refusal. For a period of thirty (30) days following receipt of any
Notice described in Section 2.1, the Company shall have the right to purchase all or a portion of
the Key Holder Stock subject to such Notice on the same terms and conditions as set forth therein.
The Company’s purchase right shall be exercised by written notice signed by an officer of the
Company (the “Company Notice”) and delivered to the Key Holder within such thirty (30) day period.
The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase
price, not more than ten (10) business days after delivery of the Company Notice, and at such time
the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to
be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder
Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of
the Company’s Common Stock.


 


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2.3 Investor Right of First Refusal.



(a) In the event that the Company does not elect to purchase all of the Key Holder Stock
available pursuant to its rights under Section 2.2 within the period set forth therein, the Key
Holder shall promptly give written notice (the “Second Notice”) to each of the Investors, which
shall set forth the number of shares of Key Holder Stock not purchased by the Company and which
shall include the terms of the Company Notice set forth in Section 2.1. Each Investor shall then
have the right, exercisable upon written notice to the Key Holder (the “Investor Notice”) within
ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Key
Holder Stock subject to the Second Notice and on the same terms and conditions as set forth
therein. Except as set forth in Section 2.3(c), the Investors who so exercise their rights (the
“Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of
the purchase price, not more than five (5) days after delivery of the Investor Notice, and at such
time the Key Holder shall deliver to the Participating Investors the certificate(s) representing
the Key Holder Stock to be purchased by the Participating Investors, each certificate to be
properly endorsed for transfer.



(b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying
(i) the aggregate number of shares of Key Holder Stock covered by the Investor Notice and (ii) a
fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon
the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock
held by the Participating Investor at the time of the Notice, and the denominator of which is the
total number of shares of Common Stock issued or issuable upon the conversion or exercise of
Preferred Stock or other rights to acquire shares of Common Stock at the time of the Notice held by
all Investors.



(c) In the event that not all of the Investors elect to purchase their pro rata share of the
Key Holder Stock available pursuant to their rights under Section 2.3(a) within the time period set
forth therein, then the Key Holder shall promptly give written notice to each of the Participating
Investors (the “Overallotment Notice”), which shall set forth the number of shares of Key Holder
Stock not purchased by the other Investors, and shall offer such Participating Investors the right
to acquire such unsubscribed shares. Each Participating Investor shall have five (5) days after
receipt of the Overallotment Notice to deliver a written notice to the Key Holder (the
“Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that
such Participating Investor desires to purchase, and each such Participating Investor shall be
entitled to purchase such number of unsubscribed shares on the same terms and conditions as set
forth in the Second Notice. In the event that the Participating Investors desire, in the aggregate,
to purchase in excess of the total number of available unsubscribed shares, then the number of
unsubscribed shares that each Participating Investor may purchase shall be reduced on a pro rata
basis. For purposes of this Section 2.3(c) the denominator described in clause (ii) of subsection
2.3(b) above shall be the total number of shares of Common Stock issued or issuable upon the
conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by
the Participating Investors at the time of the Investor Notice. The Participating Investors shall
then effect the purchase of the Key Holder Stock, including payment of the purchase price, not more
than five (5) days after delivery of the Participating Investors Overallotment Notice, and at such
time, the Key Holder shall
deliver to the Investors the certificates representing the Key Holder Stock to be purchased by
the Participating Investors, each certificate to be properly endorsed for transfer.


 


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2.4 Right of Co-Sale.



(a) In the event the Company and the Investors fail to exercise their respective rights to
purchase all of the Key Holder Stock subject to Sections 2.2 and 2.3 hereof, following the exercise
or expiration of the rights of purchase set forth in Section 2.2 and 2.3, then the Key Holder shall
deliver to the Company and each Investor written notice (the “Co-Sale Notice”) that each Investor
shall have the right, exercisable upon written notice to such Key Holder with a copy to the Company
within fifteen (15) days after receipt of the Co-Sale Notice, to participate in such Transfer of
Key Holder Stock on the same terms and conditions. Such notice shall indicate the maximum number
of shares of Investor Stock determined under Section 2.4(b) that such Investor may elect to sell
under his or her right to participate. To the extent one or more of the Investors exercise such
right of participation in accordance with the terms and conditions set forth below, the number of
shares of Key Holder Stock that such Key Holder may sell in the transaction shall be
correspondingly reduced.



(b) Each Investor may sell all or any part of that number of shares equal to the product
obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the
Co-Sale Notice and not purchased by the Company or its assignees or Investors pursuant to Section
2.2 or 2.3 by (ii) a fraction the numerator of which is the number of shares of Common Stock issued
or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of
Common Stock held by such Investor at the time of the Notice and the denominator of which is the
total number of shares of Common Stock held by such Key Holder (excluding shares purchased by the
Company and/or Investors pursuant to Section 2.2 or 2.3) plus the number of shares of Common Stock
issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire
shares of Common Stock held by all Investors at the time of the Notice. If not all of the
Investors elect to sell their share of Common Stock proposed to be transferred within said fifteen
(15) day period, then the Key Holder shall promptly notify in writing the Investors who do so elect
and shall offer such Investors the additional right to participate in the sale of such additional
shares of Key Holder Stock proposed to be transferred on the same percentage basis as set forth
above in this subsection 2.4(b). The Investors shall have five (5) days after receipt of such
notice to notify the Key Holder in writing with a copy to the Company of its election to sell all
or a portion thereof of the unsubscribed shares.



(c) Each Investor who elects to participate in the Transfer pursuant to this Section 2.4 (a
“Co-Sale Participant”) shall effect its participation in the Transfer by promptly delivering to
such Key Holder for transfer to the prospective purchaser one or more certificates, properly
endorsed for transfer, which represent:



(i) the type and number of shares of Common Stock which such Co-Sale Participant elects to
sell; or



(ii) that number of shares of Preferred Stock which is at such time convertible into the
number of shares of Common Stock which such Co-Sale Participant elects to sell; provided, however,
that if the prospective purchaser objects to the delivery of Preferred
Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Preferred Stock
into Common Stock and deliver Common Stock as provided in Section 2.4(c)(i) above. The Company
agrees to make any such conversion concurrent with and contingent upon the actual transfer of such
shares to the purchaser.


 


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(d) The stock certificate or certificates that the Co-Sale Participant delivers to such Key
Holder pursuant to Section 2.4(c) shall be transferred to the prospective purchaser in consummation
of the sale of the Common Stock pursuant to the terms and conditions specified in the Co-Sale
Notice, and the Key Holder shall concurrently therewith remit to such Co-Sale Participant that
portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its
participation in such sale. To the extent that any prospective purchaser or purchasers prohibits
such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale
Participant exercising its rights of co-sale hereunder, such Key Holder shall not sell to such
prospective purchaser or purchasers any Key Holder Stock unless and until, simultaneously with such
sale, such Key Holder shall purchase such shares or other securities from such Co-Sale Participant
on the same terms and conditions specified in the Co-Sale Notice.



(e) The exercise or non-exercise of the rights of any Investor hereunder to participate in one
or more Transfers of Key Holder Stock made by any Key Holder shall not adversely affect his right
to participate in subsequent Transfers of Key Holder Stock subject to Section 2.



(f) To the extent that the Investors do not elect to participate in the sale of the Key Holder
Stock subject to the Co-Sale Notice, such Key Holder may, not later than sixty (60) days following
delivery to the Company of the Co-Sale Notice, enter into an agreement providing for the closing of
the Transfer of such Key Holder Stock covered by the Co-Sale Notice within thirty (30) days of such
agreement on terms and conditions not materially more favorable to the transferor than those
described in the Co-Sale Notice. Any proposed Transfer on terms and conditions materially more
favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer
of any of the Key Holder Stock by a Key Holder, shall again be subject to the first refusal and
co-sale rights of the Company and/or Investors and shall require compliance by a Key Holder with
the procedures described in this Section 2.



(g) The Key Holder hereby agrees that in the event that any of the holders of Common Stock
listed on Schedule I attached hereto (each, a “Seed Investor”) who have previously been
granted co-sale rights, wishes to exercise such right, the Key Holder hereby agrees that any such
additional shares of Common Stock held by such Seed Investors will solely reduce the aggregate
number of shares of Key Holder Stock that the Key Holder may sell after the participation of the
Investors as set forth in this Section 2. For the avoidance of doubt, the number of shares of
Common Stock issued or issuable upon the conversion or exercise of the Preferred Stock held by
Co-Sale Participants shall not be reduced as a result of the inclusion of such Seed Investors in
the Transfer.


 


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3. Exempt Transfers.




3.1 Notwithstanding the foregoing, the first refusal and co-sale rights of the Company and/or
the Investors set forth in Section 2 above shall not apply to (i) any transfer or transfers by
a Key Holder which in the aggregate, over the term of this Agreement, including any amendments
hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key
Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any
transfer without consideration to the Key Holder’s ancestors, descendants or spouse or to trusts
for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder
to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the
time of the transfer, employed by or acting as a consultant or director of the Company; provided
that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i),
(ii), and (iii), (A) the Key Holder shall inform the Investors of such pledge, transfer or gift
prior to effecting it and (B) the pledgee, transferee or donee shall enter into a written agreement
to be bound by and comply with all provisions of this Agreement, as if it were an original Key
Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall
remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the
“Key Holder” for purposes of this Agreement, except that such transferee or donee may not transfer
shares pursuant to Section 3.1(i) hereof.



3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of
any Key Holder Stock to the public pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”).



3.3 This Agreement is subject to, and shall in no manner limit the right which the Company may
have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or
other agreement between the Company and the Key Holder and (ii) any right of first refusal set
forth in the Bylaws of the Company.



4. Prohibited Transactions; Prohibited Transfers; Voidability.




4.1 Call Option. In the event of a prohibited transfer in violation of Section 2.3 hereof (a
“Prohibited Transaction”), the Investors shall have the option to purchase from the pledgee,
purchaser or transferee of the Key Holder Stock transferred in violation of Section 2.3, the number
of shares that the Investors would have been entitled to purchase had such Prohibited Transaction
been effected in accordance with Section 2.3 hereof, on the following terms and conditions:



(a) The price per share at which the shares are to be purchased by the Investor shall be equal
to the price per share paid to such Key Holder by the third party purchaser or purchasers of such
Key Holder Stock that is subject to the Prohibited Transaction; and



(b) the Key Holder effecting such Prohibited Transaction shall reimburse the Investor for any
expenses, including legal fees and expenses, incurred in effecting such purchase.




4.2 Put Option.



(a) In the event that a Key Holder should sell any Key Holder Stock in contravention of the
co-sale rights of each Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each
Investor, shall have the put option provided below, and such Key Holder shall be bound by the
applicable provisions of such option.


 


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(b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such
Key Holder the type and number of shares of Common Stock equal to the number of shares each
Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the
Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale
shall be made on the following terms and conditions:



(i) The price per share at which the shares are to be sold to the Key Holder shall be equal to
the price per share paid by the purchaser to such Key Holder in such Prohibited Transfer. The Key
Holder shall also reimburse each Investor for any and all fees and expenses, including legal fees
and expenses, incurred in connection with the exercise or the attempted exercise of the Investor’s
rights under Section 2.4.



(ii) Within ninety (90) days after the date on which an Investor received notice of the
Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the
Key Holder the certificate or certificates representing the shares to be sold, each certificate to
be properly endorsed for transfer.



(iii) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to
be sold by an Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and
the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by
other means acceptable to the Investor.



4.3 Voidability of Transfer. Notwithstanding the foregoing, any purported Transfer by a Key
Holder of Key Holder Stock in violation of Section 2 and/or Section 3 hereof shall be voidable at
the option of the holders of a majority of the Investor Stock if the holders of a majority of the
Investor Stock do not elect to exercise the call or put option set forth in this Section 4, and the
Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the
holder of such shares without the written consent of the holders of a majority of the Investor
Stock.



4.4 Limitation of Remedies. In the event that any Investor chooses to exercise either of the
options set forth in Sections 4.1 or 4.2 with respect to a particular Prohibited Transaction or
Prohibited Transfer, and such election and option are fully complied with, such Investor shall be
prohibited from exercising the other option, if applicable, and shall have no other remedies as may
be available at law, in equity or hereunder, with respect to such Prohibited Transaction or
Prohibited Transfer.



5. Legend.




5.1 Each certificate representing shares of Key Holder Stock now or hereafter owned by the Key
Holder or issued to any person in connection with a Transfer pursuant to Section 3.1 hereof shall
be endorsed with the following legend:




“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO, AND IN SOME CASES PROHIBITED BY, THE
TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT BY AND AMONG THE STOCKHOLDER,
THE CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”


 


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5.2 The Key Holders agree that the Company may instruct its transfer agent to impose transfer
restrictions on the shares represented by certificates bearing the legend referred to in
Section 5.1 above to enforce the provisions of this Agreement and the Company agrees to promptly do
so. The legend shall be removed at the request of any Key Holder following termination of this
Agreement.



6. Miscellaneous.




6.1 Conditions to Exercise of Rights. Exercise of the Investors’ rights under this Agreement
shall be subject to and conditioned upon, and the Key Holders and the Company shall use their
commercially reasonable efforts to assist each Investor in, compliance with applicable laws.



6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the
State of California in all respects as applied to agreements among California residents entered
into and performed entirely within California. 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.



6.3 Amendment. Any provision of this Agreement may be amended or modified and/or the
observance thereof may be waived, or this Agreement terminated, only with the written consent of
(i) the Company, (ii) as to the Investors, persons holding at least fifty-five percent (55%) of the
Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights
to acquire shares of Common Stock held by the Investors and their assignees pursuant to Section 6.4
hereof, and (iii) as to the Key Holders, only by the holders of a majority of the Key Holder Stock
held by the Key Holders then providing services to the Company as an officer, employee or
consultant; provided, that no consent of any Key Holder shall be necessary for any amendment and/or
restatement which merely includes additional holders of Preferred Stock or other preferred stock of
the Company as “Investors” as parties hereto or other employees of the Company as “Key Holders” and
parties hereto and does not otherwise materially increase such Key Holders’ obligations hereunder
other than the change in the number of shares determined by Section 2.3 and/or 2.4 hereof as a
result of the addition of such additional holder. Any amendment or waiver effected in accordance
with clauses (i), (ii), and (iii) of this Section 6.3 shall be binding upon each Investor, its
successors and assigns, the Company and each of the Key Holders. No consent of any party hereto
shall be necessary to include as a party to this Agreement any transferee required to become a
party hereto pursuant to Section 3.1 hereof.


 


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6.4 Successors and Assigns. 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 other legal representatives.



6.5 Term. This Agreement shall continue in full force and effect from the date hereof through
the earliest of the following dates, on which date it shall terminate in its entirety:



(a) a Qualified Public Offering (as defined in the Company’s Amended and Restated Certificate
of Incorporation as in effect as of the date hereof (the “Restated Certificate”)); or



(b) the date of the closing of an Acquisition or Asset Transfer (each as defined in the
Restated Certificate).



6.6 Ownership. Each Key Holder represents and warrant that he, she or it is the sole legal
and beneficial owner of those shares of Key Holder Stock he or she currently holds subject to the
Agreement and that no other person has any interest (other than a community property interest) in
such shares.



6.7 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 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 party to be notified at the address as set forth
on the signature page or Exhibits hereof or at such other address as such party may designate by
ten (10) days advance written notice to the other parties hereto.



6.8 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.



6.9 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.


 


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6.10 Entire Agreement. This Agreement and the Exhibits hereto, along with the Purchase
Agreement and the other documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and thereof and
supersedes in its entirety the Prior Agreement, which shall have no further force or effect. No
party shall be liable 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. Each party expressly represents and warrants that it is not relying on any oral or
written representations, warranties, covenants or agreements outside of this Agreement.



6.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







 


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The foregoing Amended and Restated Right of First Refusal and Co-Sale
Agreement is hereby executed as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:	 	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LendingClub Corporation	 	 	 	Norwest Venture Partners X, LP	 	 
	 	 	 	 	 	 	 	 	by:
genesis vc partners x, llc, 

its general partner
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Renaud Laplanche	 	 	 	By:	 	/s/ Jeffrey M. Crowe	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Renaud Laplanche
	 	 	 	 	 	Name:
	 	Jeffrey M. Crowe	 	 
	 

	 	Title:
	 	President & CEO
	 	 	 	 	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	KEY HOLDER:	 	 	 	Canaan VII L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Renaud Laplanche	 	 	 	By: Canaan Partners VII LLC	 	 
	Renaud Laplanche
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Deepak Kamra	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Deepak Kamra	 	 
	 
	 	 	 	 	 	Title:	 	Member/Manager	 	 




Signature Page To

Amended and Restated Right of First Refusal and Co-Salf Agreement





 


 









 






The foregoing Amended and Restated Right of First Refusal and Co-Sale
Agreement is hereby executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	Daniel Ciporin	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Ciporin 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Daniel Ciporin	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Sagax Development Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 
	 

	 	 	 	Title:	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bay Partners XI, L.P.
	 	 
	 	 	By Bay Management Company XI, LLC, 

General Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Salil Deshpande	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Salil Deshpande, Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Bay Partners XI Parallel Fund, L.P.
	 	 
	 	 	By Bay Management Company XI, LLC, 

General Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Salil Deshpande	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Salil Deshpande, Manager	 	 






Signature Page To

Amended and Restated Right of First Refusal and Co-Salf Agreement





 


 









 







The foregoing Amended and Restated Right of First Refusal and Co-Sale
Agreement is hereby executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	Morgenthaler Ventures IX, L.P.	 	 
	 
	 	 	By:
Morgenthaler Management 

Partners IX, LLC, 

Its Managing Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Gary R. Little	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gary R. Little	 	 
	 

	 	 	 	Title:
	 	Member	 	 






Signature Page To

Amended and Restated Right of First Refusal and Co-Salf Agreement











 


 









 







The foregoing Amended and Restated Right of First Refusal and Co-Sale
Agreement is hereby executed as of the date first above written.



	 	 	 	 	 
	 	Pierre Latecoere

 	 
	 	By:  	/s/ Pierre Latecoere
 	 
	 	 	Name:  	Pierre Latecoere 	 



Signature Page To

Amended and Restated Right of First Refusal and Co-Salf Agreement





 


 









 







Exhibit A




LIST OF INVESTORS






Norwest Venture Partners X, LP




Canaan VII L.P.




Morgenthaler Ventures, IX, LP




Bay Partners XI, L.P.




Bay Partners XI Parallel Fund, L.P.




Daniel Ciporin




Sagax Development Corp.




Michael Thomas




Jon Medved




Wilmont Living Trust




F&W Investments II LLC — Series 2008




Eric di Benedetto




Pierre Latecoere




Andrew J. Kurman




Bartek Ringwelski




The Scott and Lori Langmack Family Trust




 


 









 







Exhibit B




LIST OF KEY HOLDERS




	 	 	 	 	 
	 	 	Shares of	 
	Name of Key Holder	 	Common Stock	 
	 
	 	 	 	 
	Renaud Laplanche
	 	 	4,355,000	 






 


 









 





Schedule I



LIST OF SEED INVESTORS




Names of Seed Investors