exv10w2









Exhibit 10.2



Borrower
Membership Agreement



The following terms constitute a binding agreement (the “Agreement”) between you and LendingClub
Corporation, a Delaware corporation (“LendingClub,” “we,” or “us”). BY ELECTRONICALLY SIGNING THE
AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. Under this Agreement, you agree to
apply for one or more installment loans from our designated lender, WebBank, a Utah-chartered
industrial bank (“WBK”), through the web site lending platform at www.Lendingclub.com, including
any subdomains thereof (the “Site”), operated by us. These terms affect your rights and you should
read them carefully and print a copy for your records. Your agreement to these terms means you
agree to borrow and repay the money if any of your loans are funded, consent to our privacy policy,
agree to transact with us electronically, and agree to have any dispute with us resolved by binding
arbitration.



1. Registration as a Borrower Member. You are applying to register with us as a borrower member on
the Site. Registration as a borrower member lets you post qualifying loan requests on the Site and
obliges you to accept any resulting loans that satisfy such requests, subject to your right to
cancel your loan request before closing as set forth in section 3 below. Registration on the Site
as a borrower member is restricted to individuals who satisfy WBK’s credit policy. Under WBK’s
credit policy as of July 1, 2009, your Fair Isaac Corporation (“FICO”) score must be greater than
660 and you must meet other credit criteria in order for you to be eligible to apply for a loan. If
for any reason you do not qualify or you later cease to qualify for a loan from WBK, if, for
example, your FICO score from any consumer reporting agency falls below 660, we or WBK may
terminate your loan request and deny your ability to make additional loan requests. Even if your
FICO score is higher than 660, we or WBK may nevertheless terminate your registration or loan
request based on WBK’s other credit criteria such as debt-to-income ratio or other information in
your credit report.



2. Account Verification. You authorize us to initiate a debit entry to your bank account in an
amount of $0.01 to $0.99 for account verification purposes through the ACH network. We will reverse
this debit following verification and no funds will be removed from your account. You understand
that if we are unable to verify your bank account for any reason, we will cancel your application
and your loan request will not be posted on the Site.




 









 







3. Loan Requests. To the extent you become and remain a registered borrower member, you may post a
qualifying loan request on the Site in the amount of $1,000 to $25,000. You may not post more than
one loan request on the site at a time and you may not have more than two loans outstanding at
any given time. Your loan request must include all information required by us and WBK. Any
qualifying loan requests you post may remain as an active listing on the Site for up to 14 days.
If your loan request attracts enough funding offers in accordance with your agreement with WBK,
then your loan will close unless you notify us in writing of your election to terminate your loan
request sufficiently far in advance of loan closing for us to direct WBK to cancel the loan and for
WBK to cancel the transfer of the loan proceeds to your designated account. Full or partial funding
of your loan request may be available before the expiration of the 14-day period set forth above
but in no event shall we be obligated to notify you of the date upon which your loan may or will
fund. Funding of any loans you receive will proceed as described in your Loan Agreement with WBK.



4. Limited Power of Attorney. As a condition to registering as a borrower member on the Site, you
hereby grant us a limited power of attorney and appoint us and/or our designees as your true and
lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and
in your name, place and stead, in any and all capacities, to complete and execute one or more
promissory notes in the form appended to your Loan Agreement with WBK (each, a “Note”) representing
in the aggregate the total principal amount you accept, and the terms, of each loan made to you by
WBK in accordance with the disclosures made to you about such loan (see the disclosures at
http://www.lendingclub.com/account/truthInLending.action), with the full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection with such
power as fully to all intents and purposes as you might or could do in person (“Power of
Attorney”). This Power of Attorney is limited solely to the purpose described above and will expire
automatically upon the earlier of (i) the execution of the Notes by us on your behalf or (ii) the
termination or expiration of your loan request posted on the Site. You may revoke the Power of
Attorney at any time before the funds representing your loan proceeds are transferred to your
designated account and the Notes are executed on your behalf by contacting us in accordance with
section 7, Communications. Once the Notes have been signed by LendingClub acting as your
attorney-in-fact, however, they are deemed executed on your behalf and the executed Notes shall be
your valid and binding obligations thereafter. If you choose to revoke the Power of Attorney prior
to execution of Notes, we will be unable to proceed with processing your loan request and your
pending loan requests will be considered withdrawn, and your registration as a borrower member on
the Site will be


 









 






terminated. In such event, we will remove any loan requests you have posted on the
Site and you may be prohibited from posting additional qualifying loan requests in the future in
our discretion.



5. Origination Fee. If your loan request results in a loan, you must pay us a non-refundable
origination fee. The amount of the fee is stated in the disclosures provided to you (see the
disclosures at http://www.lendingclub.com/account/truthInLending.action). This fee will be deducted
from
your loan proceeds, so the loan proceeds delivered to you will be less than the full amount of your
loan request. You acknowledge that the origination fee will be considered part of the principal on
your loan and is subject to the accrual of interest.



6. Loan Servicing; Check Processing Fee. You acknowledge and agree that LendingClub shall serve as
the loan servicer for any and all loans you receive but that LendingClub may delegate servicing to
another entity. LendingClub will maintain all Notes representing your loans in electronic form and
shall make all such Notes available to you for review on the Site. As loan servicer, LendingClub
will administer and collect on your loans. You may elect to make payments by personal check by
contacting support@lendingclub.com or by regular mail at LendingClub Corporation, 440 N Wolfe Road,
Sunnyvale, California 94085, Attention: Loan Processing Department. If you elect to make payments
by check, you acknowledge and agree that there will be a $15 check processing fee per payment,
subject to applicable law. If you elect to make payments by check, you must send the check either
(i) by regular mail to Lending Club Corporation, Dept #34268, P.O. Box 39000, San Francisco, CA
94139, or (ii) by overnight mail or UPS delivery to Wells Fargo Lock Box Services, Dept #34268,
3440 Walnut Ave, Window H, Fremont, CA 94538.



7. Communications. You agree not to communicate with the investors who purchase Member Payment
Dependent Notes (“MPDNs”) corresponding to your loans except anonymously and publicly through
posting on the Site. For a detailed description of the MPDNs, please refer to the Prospectus
available at [link to Prospectus]. Subject to section 18, you will send any inquiries, requests
for deferment or forbearance, or other communications regarding your loans by email to
support@lendingclub.com or by regular mail to LendingClub Corporation, 440 N Wolfe Road, Sunnyvale,
California 94085, Attention: Loan Processing Department.



8. Other Borrower Obligations. You agree that you will not, in connection with your loan request:
(i) make any false, misleading or deceptive statements or omissions of fact in your listing,
including but not limited to in the loan title, or in your loan description; (ii) misrepresent your
identity, or describe, present or portray yourself as a person other than yourself; (iii) give to
or receive from, or offer or


 









 






agree to give to or receive from any LendingClub member or other
person any fee, bonus, additional interest, kickback or thing of value of any kind except in
accordance with the terms of your loan; (iv) represent yourself to any person, as a representative,
employee, or agent of ours, or purport to speak to any person on our behalf; or (v) provide, in
your loan request or in communications on the Site related to your loan request, information upon
which a discriminatory lending decision may be made, such as your race, color, religion, national
origin, sex, or age. You
acknowledge and agree that we may rely without independent verification on the accuracy,
authenticity, and completeness of all information you provide to us.



9. Verification. We reserve the right to verify the accuracy of all information you provide and to
terminate this Agreement and remove your loan request in case of any inaccuracy or omission in your
loan request or your application, or any other violation of this Agreement. We reserve the right to
verify any information you submit through the production of appropriate documentation, and also
reserve the right to conduct such verification through a third party. You hereby authorize us to
request and obtain data from a third party to verify any information you provide us in connection
with your registration as a borrower member on the Site.



10. NO GUARANTEE. WE DO NOT WARRANT OR GUARANTEE (1) THAT YOUR REQUEST WILL BE FUNDED, OR (2) THAT
YOU WILL RECEIVE A LOAN AS A RESULT OF POSTING A REQUEST.



11. Restrictions on Use of Proceeds; Bank Account. You are not authorized or permitted to use the
Site to obtain, or attempt to obtain, a loan for someone other than yourself. You are not
authorized or permitted to use the Site to obtain, or attempt to obtain, a loan to fund any illegal
activity. You must be the owner of the deposit account you designate for electronic transfers of
funds and have authority to direct that loan payments be made to us from such account. Your
designated account will be the account into which loan proceeds will be deposited and from which
loan payments will be made.



12. Termination of Registration. We may terminate this Agreement and your status as a borrower
member at any time if you committed fraud or made a misrepresentation in connection with your
registration on the Site or any application or request for a loan, performed any prohibited
activity, or otherwise failed to abide by the terms of this Agreement. In such event, we will have
all remedies authorized or permitted by this Agreement and applicable law. We may, in our sole
discretion, with or without cause and with or without notice, restrict your access to the Site.




 









 







13. DISCLAIMERS AND LIMITATION ON LIABILITY. THIS AGREEMENT IS FULLY SUBJECT TO ALL DISCLAIMERS AND
LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF USE.



14. Entire Agreement. This Agreement represents the entire agreement between you and us regarding
the subject matter of the Agreement and supersedes all prior or contemporaneous communications,
promises and proposals, whether oral, written or electronic, between us with respect to your
registration as a borrower member and your loan request.



15. Consent to Electronic Transactions and Disclosures. THIS AGREEMENT IS FULLY SUBJECT TO YOUR
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE TERMS OF USE.



16. Notices. You agree that we can send you any and all notices and other communications related to
this Agreement, any loan requests you post or your status as a borrower member by sending an email
to your registered email address or posting the notice or communication on the Site, and notice or
communication shall be deemed to have been duly given and effective when we send it or post it on
the Site. You acknowledge that you have sole access to the registered email account and your area
on the Site and that communications from us may contain sensitive, confidential, and
collections-related communications. If your registered email address changes, you must notify us
immediately of the change by sending an email to support@Lendingclub.com or calling 866-754-4094.
You also agree to update promptly your registered residence address and telephone number on the
Site if they change.



17. Miscellaneous. The parties acknowledge that there are no third party beneficiaries to this
Agreement. You may not assign, transfer, sublicense or otherwise delegate your rights or
obligations under this Agreement to another person without our prior written consent. Any such
assignment, transfer, sublicense or delegation in violation of this section 17 shall be null and
void. This Agreement shall be governed by the laws of the State of Delaware without regard to any
principle of conflict of laws that would require or permit the application of the laws of any other
jurisdiction. Any waiver of a breach of any provision of this Agreement will not be a waiver of any
other subsequent breach. Failure or delay by either party to enforce any term or condition of this
Agreement will not constitute a waiver of such term or condition. If at any time after the date of
this Agreement, any of the provisions of this Agreement shall be held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect,
but the illegality and unenforceability of such provision shall have no effect upon and shall not
impair the enforceability of any other provisions of this


 









 






 Agreement. The headings in this Agreement
are for reference purposes only and shall not affect the interpretation of this Agreement in any
way.



18. Arbitration.



a. Either party to this Agreement, or WBK, may, at its sole election, require that the sole and
exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to
this section 18 (the “Arbitration Provision”), unless you opt out as provided in section 18(b)
below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future
claim, dispute, or controversy involving you (or persons claiming through or connected with you),
on the one hand, and
us and/or WBK (or persons claiming through or connected with us and/or WBK), on the other hand,
relating to or arising out of this Agreement, any Note, the Site, and/or the activities or
relationships that involve, lead to, or result from any of the foregoing, including (except to the
extent provided otherwise in the last sentence of section 18(f) below) the validity or
enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims
are subject to arbitration regardless of whether they arise from contract; tort (intentional or
otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims
include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or
otherwise. The scope of this Arbitration Provision is to be given the broadest possible
interpretation that is enforceable.



b. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt
out notice to LendingClub Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention:
Loan Processing Department, that is received at the specified address within 30 days of the date of
your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state
that you are rejecting arbitration; identify the Agreement to which it applies by date; provide
your name, address, and social security number; and be signed by you. You may send the opt out
notice in any manner you see fit as long as it is received at the specified address within the
specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt
out notice is sent on your behalf by a third party, such third party must include evidence of his
or her authority to submit the opt out notice on your behalf.



c. The party initiating arbitration shall do so with the American Arbitration Association (the
“AAA”) or JAMS. The arbitration shall be conducted according to, and the location of the
arbitration shall be determined in accordance with, the rules and policies of the administrator
selected, except to the extent the rules conflict with this Arbitration Provision or any
countervailing law. In the case of a


 









 






conflict between the rules and policies of the administrator
and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing
law, unless all parties to the arbitration consent to have the rules and policies of the
administrator apply.



d. If we (or WBK) elect arbitration, we (or WBK, as the case may be) shall pay all the
administrator’s filing costs and administrative fees (other than hearing fees). lf you elect
arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in
accordance with the rules of the administrator selected, or in accordance with countervailing law
if contrary to the administrator’s rules. We (or WBK, as the case may be) shall pay the
administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that
exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules
or applicable law require otherwise, or you request that we
(or WBK) pay them and we agree (or WBK agrees) to do so. Each party shall bear the expense of its
own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to
recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding
anything to the contrary herein.



e. Within 30 days of a final award by the arbitrator, any party may appeal the award for
reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator
administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days
after notice of the appeal. The panel will reconsider de novo all aspects of the initial award
that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision
and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by
the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be
final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may
be entered as a judgment in any court of competent jurisdiction.



f. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims
Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO
ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE
ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE
ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS
REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to
the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for
or on behalf of two or more individuals or unrelated corporate entities in the same arbitration
unless those persons are parties to a single


 









 






 transaction. Unless consented to in writing by all
parties to the arbitration, an award in arbitration shall determine the rights and obligations of
the named parties only, and only with respect to the claims in arbitration, and shall not (a)
determine the rights, obligations, or interests of anyone other than a named party, or resolve any
Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against,
anyone other than a named party. No administrator or arbitrator shall have the power or authority
to waive, modify, or fail to enforce this section 18(f), and any attempt to do so, whether by rule,
policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to
the validity of this section 18(f) shall be determined exclusively by a court and not by the
administrator or any arbitrator.



g. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and
shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law
consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or
other types of relief permitted by applicable substantive law, subject to the limitations set forth
in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and
evidence that would apply in a court. The arbitrator shall take steps to reasonably protect
confidential information.



h. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or
amendments to this Agreement and the relationship of the parties and/or WBK; (ii) the bankruptcy or
insolvency of any party or other person; and (iii) any transfer of any loan or Note or any other
promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person
or entity. If any portion of this Arbitration Provision other than section 18(f) is deemed invalid
or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain
valid and in force. If an arbitration is brought on a class, representative, or collective basis,
and the limitations on such proceedings in section 18(f) are finally adjudicated pursuant to the
last sentence of section 18(f) to be unenforceable, then no arbitration shall be had. In no event
shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards
beyond those authorized in this Arbitration Provision.



THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR
JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION
PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS
IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.