Third Supplemental Indenture



 Exhibit 4.6 

THIRD SUPPLEMENTAL INDENTURE 

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is made as of October 3, 2014, by and between
LendingClub Corporation, a Delaware corporation (the “Company”), and Delaware Trust Company (formerly CSC Trust Company of Delaware), a Delaware state-chartered trust company, as successor to Wells Fargo Bank, National Association,,
as trustee (the “Trustee”). 
 WHEREAS, the Company and the Trustee heretofore executed and delivered an Indenture dated as
of October 10, 2008 (the “Indenture”); and 
 WHEREAS, the Company and the Trustee heretofore executed and delivered a
First Supplemental Indenture dated as of July 10, 2009 (the “First Supplemental Indenture”); and 
 WHEREAS, the
Company and the Trustee heretofore executed and delivered a Second Supplemental Indenture dated as of May 5, 2010 (the “Second Supplemental Indenture”); and 

WHEREAS, pursuant to the Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the Company has
issued from time to time the Company’s special limited obligations referred to as Member Payment Dependent Notes (the “Securities”); and 

WHEREAS, Section 8.1 of the Indenture provides that, without the consent of any Holders of Securities, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental to the Indenture in form satisfactory to the Trustee, to the extent set forth therein; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make this Third
Supplemental Indenture valid and binding have been complied with or have been done or performed; 
 NOW, THEREFORE, in consideration of the
foregoing and notwithstanding any provision of the Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture which, absent this Third Supplemental Indenture, might operate to limit such action, the Company
and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Securities or each series thereof: 
 ARTICLE 1

 DEFINITIONS 

Section 1.1 GENERAL. For all purposes of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and
this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 A. the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture, the First Supplemental Indenture, the Second Supplemental and this Third Supplemental Indenture as a whole and not to
any particular Article, Section or subdivision; and 
 B. capitalized terms used but not defined herein shall have the meanings
assigned to them in the Indenture. 







 ARTICLE 2 

AMENDMENT 

Section 2.1 AMENDMENTS TO SECTION 1.1 OF THE INDENTURE. 
  

	 	A.	A new definition of “Holding Period Interest Charge” is hereby added in the appropriate alphabetical order as follows: 


“Holding Period Interest Charge” means the interest accrued, on a calendar day basis, from the date of closing of the corresponding
Member Loan to the original issue date of the Member Payment Dependent Note. 
  

	 	B.	The definition of “Member Loan Net Payments” in Section 1.1 of the Indenture is hereby amended and restated in its entirety as follows: 


“Member Loan Net Payments,” with respect to a Member Loan, means all Member Loan Payments net of all applicable Service
Charges and the Holding Period Interest Charge. 
  

	 	C.	The definition of “Service Charge” in Section 1.1 of the Indenture is hereby amended and restated in its entirety as follows: 


“Service Charge” means, with respect to any Member Loan, 1.00% of all Member Loan Payments received by the Company, net of the
Holding Period Interest Charge. 
  

	 	D.	The definition of “Trustee” in Section 1.1 of the Indenture is hereby amended and restated in its entirety as follows: 


“Trustee” means Delaware Trust Company (formerly CSC Trust Company of Delaware), a Delaware state-chartered trust company,
until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. 

Section 2.2 AMENDMENT TO SECTION 2.1 OF THE INDENTURE. Section 2.1 of the Indenture is hereby amended and restated in its
entirety as follows: 
 Section 2.1 FORMS GENERALLY. The Securities of each series and the certificate of authentication in respect
thereof shall be in substantially the forms set forth on Exhibit A or Exhibit B as shall be established by delivery to the Trustee of a Company Order, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers
executing such Securities as evidenced by their execution of the Securities. The Securities shall be in fully registered form only and shall be printed, lithographed, engraved, word processed or evidenced in electronic form or produced by any
combination of these methods or may be produced in any other manner, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities. 

Section 2.3 AMENDMENT TO THE EXHIBIT(S) TO THE INDENTURE. The exhibit to the Indenture is hereby amended and restated in its
entirety in the forms of Exhibit A and Exhibit B, respectively, attached hereto. 
 Section 2.3. AMENDMENT TO
SECTION 9.2 OF THE INDENTURE. Section 9.2 of the Indenture is hereby amended and restated in its entirety as follows: 
 Section 9.2 NOTICES. Any
notice or communication shall be in writing and delivered in person, mailed by first-class mail, postage prepaid or transmitted electronically to any Holder at the registered address maintained in the Company’s records; PROVIDED, that any
notice or communication by and among the Trustee and the Company may be made by telecopy and shall be effective upon receipt thereof and shall be confirmed in writing, mailed by first-class mail, postage prepaid, and addressed as follows: 

if to the Company: 
 LendingClub Corporation 

71 Stevenson, Suite 300 
 San Francisco, CA 94105 

Attn: Renaud Laplanche, Chief Executive Officer 
 E-mail Address:

 Telephone: 
 Facsimile: 







 With a copy to: 

LendingClub Corporation 
 71 Stevenson, Suite 300 

San Francisco, CA 94105 
 Attn: General Counsel 

E-mail Address:
 Telephone: 

Facsimile: 
 if to the Trustee: 

Delaware Trust Company (formerly CSC Trust Company of Delaware) 

2711 Centerville Road, Suite 400 
 Wilmington, DE 19808 

Attention: Trust Administration 
 Telephone: 

Facsimile: 
 The Company or the Trustee by notice
to the other may designate additional or different addresses for subsequent notices or communications. 
 Any notice or communication given
to a Holder of Securities shall be transmitted electronically to or mailed to such Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 
 Failure to electronically transmit or mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other Holders of Securities of the same series. If a notice or communication is electronically transmitted or mailed in the manner provided above, it is duly given, whether or not
received by the addressee. 
 If the Company electronically transmits or mails a notice or communication to the Holders of Securities of a
particular series, it shall electronically transmit or mail a copy to the Trustee and each Registrar, co-registrar or Paying Agent, as the case may be, with respect to such series. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to
Holders of Securities as set forth above, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. 

ARTICLE 3 

MISCELLANEOUS 

Section 3.1 EFFECTIVENESS. This Third Supplemental Indenture shall become effective upon its execution and delivery by the Company
and the Trustee. Upon the execution and delivery of this Third Supplemental Indenture by the Company and the Trustee, the Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture shall be supplemented in
accordance herewith, and this Third Supplemental Indenture shall form a part of the Indenture as supplemented by the First Supplemental Indenture and Second Supplemental Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby. 







 Section 3.2 INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented hereby
and pursuant to the First Supplemental Indenture and the Second Supplemental Indenture, all provisions in the Indenture shall remain in full force and effect. For the avoidance of doubt, the parties confirm that the amendments evidenced by this
Third Supplemental Indenture are not intended by the parties to (i) discharge, rescind, cancel or extinguish all or any part of the indebtedness represented by the Securities, or (ii) effect a novation, reissuance or disposition of the
indebtedness represented by the Securities or to create new indebtedness in respect of the indebtedness represented by the Securities. 

Section 3.3 INDENTURE, FIRST SUPPLEMENTAL INDENTURE, SECOND SUPPLEMENTAL INDENTURE AND THIRD SUPPLEMENTAL INDENTURE CONSTRUED
TOGETHER. This Third Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture shall henceforth be read and
construed together. From and after the effectiveness of this Third Supplemental Indenture, all references to the Indenture in the Indenture and the Securities shall refer to the Indenture as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture and this Third Supplemental Indenture. 
 Section 3.4 CONFIRMATION AND PRESERVATION OF INDENTURE.
The Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture is in all respects confirmed and preserved. 

Section 3.5 CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Third Supplemental Indenture limits, qualifies or
conflicts with any provision of this Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), that is required under the Trust Indenture Act to be part of and govern any provision of this Third Supplemental Indenture, the
provision of the Trust Indenture Act shall control. If any provision of this Third Supplemental Indenture modifies or excludes any provision of this Trust Indenture Act that may be so modified or excluded, the provision of this Trust Indenture Act
shall be deemed to apply to the Indenture as so modified or to be excluded by this Third Supplemental Indenture, as the case may be. 

Section 3.6 SEVERABILITY. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 3.7 HEADINGS. The Article and Section headings of this Third Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Third Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 3.8 BENEFITS OF THIRD SUPPLEMENTAL INDENTURE, ETC. Nothing in this Third Supplemental Indenture or the Securities, express
or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this
Third Supplemental Indenture or the Securities. 
 Section 3.9 SUCCESSORS. All agreements of the Company in this Third
Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors. 

Section 3.10 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee shall not be liable or responsible for the validity or sufficiency of this Third Supplemental Indenture or the due authorization of this Third Supplemental Indenture by the
Company. 
 Section 3.11 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into this Third Supplemental Indenture,
the Trustee shall be entitled to the benefit of every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. 







 Section 3.12 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANY OTHER JURISDICTION. 
 Section 3.13 COUNTERPART ORIGINALS. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

Section 3.14 FURTHER ASSURANCES. The Company will, upon request by the Trustee, execute and deliver such further instruments and
do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Third Supplemental Indenture. 

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]








 IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Third Supplemental
Indenture on behalf of the respective parties hereto as of the date first above written. 
  

					
	LENDINGCLUB CORPORATION
		
	By:	 	 /s/ Carrie Dolan

		 	Name:	 	Carrie Dolan
		 	Title:	 	Chief Financial Officer
	
	DELAWARE TRUST COMPANY (FORMERLY CSC TRUST COMPANY OF DELAWARE), as Trustee
		
	By:	 	 /s/ Alan Halpern

		 	Name:	 	Alan Halpern
		 	Title:	 	Vice President









 EXHIBIT A 

Form of Security (Three-Year Note) 
 FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT BECAUSE PAYMENTS ON THE NOTE ARE DEPENDENT ON PAYMENTS ON THE CORRESPONDING MEMBER LOAN. THE ISSUE
PRICE OF THE NOTE IS THE STATED PRINCIPAL AMOUNT OF THIS NOTE, AND THE ISSUE DATE IS THE ORIGINAL ISSUE DATE. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER THE AMOUNT OF OID AND YIELD TO MATURITY OF THIS NOTE. A HOLDER SHOULD
CONTACT LENDINGCLUB BORROWER SUPPORT AT 1-888-596-3157 OR support@lendingclub.com. 
 ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL unless (1) such transfer is effected on a trading system that is recognized by the Company, and (2) this Note has been presented by the registered Holder (as defined below) to the Company or its
agent for registration of transfer. 
 MEMBER PAYMENT DEPENDENT NOTE SERIES NO.
                    1 

LENDINGCLUB CORPORATION 
  

			
	No.                     	  	[CUSIP ]

 HOLDER:
                    2 

CORRESPONDING MEMBER LOAN:                     3 
 STATED PRINCIPAL AMOUNT OF THIS NOTE: U.S.
$                    4 

AGGREGATE PRINCIPAL AMOUNT OF THIS SERIES OF NOTES: U.S.
$                    5 

INTEREST RATE:                    6 
 SERVICE CHARGE: 1% OF ALL MEMBER LOAN PAYMENTS, NET OF THE HOLDING PERIOD INTEREST CHARGE. 

ORIGINAL ISSUE DATE:                     7 
  

	1 	Insert loan ID number for Corresponding Member Loan. 


	2 	Insert lender member’s screen name. 


	3 	Insert description of Corresponding Member Loan. 


	4 	Insert principal amount of lender member’s Corresponding Member Loan. 


	5 	Insert maximum aggregate principal amount of series, which should be aggregate principal amount of Corresponding Member Loan that is being funded by lender members. 


	6 	Insert coupon stated on Corresponding Member Loan. 


	7 	Insert date corresponding to date that is two business days following the closing of the Corresponding Member Loan. 








 INITIAL MATURITY DATE:
                    8 

FINAL MATURITY DATE:                     9 
 EXTENSION OF MATURITY DATE: Each Note will mature on the Initial Maturity Date, unless the maturity of
the Note is extended to the Final Maturity Date subject to conditions described below. In no event will the maturity of the Notes be extended beyond the Final Maturity Date. 

PAYMENT DATES: Subject to the limitations on payment described below, the Company will make payments of principal and interest on or before the fourth
Business Day following receipt of any Member Loan Net Payments by the Company in accordance with the payment schedule for this Note, which is available on the Holder’s account page at www.lendingclub.com, subject to prepayment at any time
without penalty. 
 LendingClub Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), for value received, hereby promises to pay to the person identified as the “Holder” above (the “Holder”), principal and interest on this Note in U.S. dollars in an amount equal to
the Holder’s equal and ratable share of the Member Loan Net Payments on each Payment Date (in accordance with the payment schedule for this Note, which is available on the Holder’s account page at www.lendingclub.com and subject to
prepayment) until the Initial Maturity Date or, if the maturity of the Note has been extended, until the Final Maturity Date. For the avoidance of doubt, (1) no payments of principal and interest on this Note shall be payable unless the Company
has received Member Loan Payments, and then only to the extent of Member Loan Net Payments in respect of those Member Loan Payments related to the Corresponding Member Loan identified above that have been received by the Company, (2) no Holder
of the Note shall have any recourse against the Company unless, and then only to the extent that, the Company has failed to pay such Holder the Member Loan Net Payments or otherwise breached a covenant in the Indenture described below that is
applicable to the series of Notes of which this Note forms a part. Subject to certain exceptions provided in the Indenture referred to below, the principal and interest payable on any Payment Date will be paid to the person in whose name this Note
is registered at the close of business on the Record Date next preceding such Payment Date or maturity date and (3) for administrative convenience the Company may without penalty remit funds to the Holder up to four Business Days after the
Final Maturity Date. 
 “Record Date” shall mean the second Business Day immediately preceding each Interest Payment Date.

 “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which the Automated
Clearing House system operated by the U.S. Federal Reserve Bank (the “ACH System”) is closed and (2) not a day on which banking institutions are authorized or obligated by law or executive order to close in San Francisco,
California or New York, New York. 
  

	8 	Insert date corresponding to stated maturity of Corresponding Member Loan. 


	9 	Insert date that is the second anniversary of the stated maturity of Corresponding Member Loan. 








 If, on the Initial Maturity Date, any principal or interest payments in respect of the
Corresponding Member Loan remain due and payable to the Company, the maturity date of this Note will be extended to the Final Maturity Date identified above. 

If, on the Final Maturity Date, no principal or interest payments in respect of the Corresponding Member Loan remain due and payable to the
Company, the Note will mature on the Final Maturity Date and no Consumer Loan Net Payments that the Company receives in respect of the Corresponding Consumer Loan after such Final Maturity Date shall be required to be paid to the Holder of the Note.

 All payments of principal and interest on this Note due to the Holder hereof shall be made in U.S. dollars, in immediately available
funds, by intra-institution book entry transfer to the Holder’s designated sub-account in the trust account maintained by the Company at Wells Fargo Bank, National Association, or such alternate account of the Holder designated by the Trustee
in accordance with the Indenture. 
 All U.S. dollar amounts used in or resulting from the calculation of amounts due in respect of this
Note shall be rounded to the nearest cent (with one-half cent being rounded upward). 
 This Note is one of a duly authorized series of
special limited obligations of the Company (hereinafter called the “Securities”) all issued or to be issued under and pursuant to an Indenture dated as of October 10, 2008, as amended or supplemented (hereinafter called the
“Indenture”), duly executed and delivered by the Company and Delaware Trust Company (formerly CSC Trust Company of Delaware), a Delaware state charted trust company, as trustee (hereinafter called the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Securities. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. The Securities are subject to, and qualified by, all
such terms, certain of which are summarized hereon, and Holders are referred to the Indenture and the TIA for a statement of such terms. As provided in the Indenture, the Securities may be issued in one or more separate series, which different
series may be issued in various aggregate principal amounts, mature at different times, bear interest at different rates, be subject to different covenants and events of default, and otherwise vary as provided or permitted in the Indenture. 

If an Event of Default described in Section 5.1(3) or (4) of the Indenture occurs and is continuing, the unpaid stated principal
amount hereof will become and be immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of each series of Securities affected thereby, at the time Outstanding, evidenced as provided in the Indenture, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of any indenture supplemental thereto or modifying in any manner the rights of the holders of this Note; provided, however, that no such supplemental indenture shall (1) change the Stated
Maturity of the principal of, or any installment of principal or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon that would be due and payable upon a declaration of acceleration of maturity thereof
or change the place of payment where, or change the coin or currency in which, any installment of principal and interest on any such Security is payable or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof, (2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) with respect to the Securities, or (3) modify any of the provisions of Section 8.2, Section 5.4 (clauses
(1) and (2)) or Section 5.7 of the Indenture, except to increase the percentage of Outstanding Securities required for such actions to provide that certain other provisions of the Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby. The Indenture also contains provisions permitting the holders of a majority in 







 
aggregate principal amount of the Securities of all affected series at the time outstanding, on behalf of the holders of all the Securities of such series, to waive, insofar as those series are
concerned, compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent by the Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future holders and owners of this Note and any Notes which may be issued upon the registration of transfer hereof or, irrespective of whether or not any notation thereof is made upon this Note or
other such Notes. 
 This Note is not entitled to any sinking fund. This Note is not redeemable at the option of the Holder. The Company
shall redeem all of the Outstanding Notes of the series of which this Note forms a part for 100% of the outstanding principal amount of such Notes if the Corresponding Member Loan has been obtained as a result of identity theft on the part of the
purported borrower member. The Company may, in its reasonable discretion, require proof of the identity theft, such as a copy of the police report filed by the person whose identity was wrongfully used to obtain the Corresponding Member Loan. 

The Notes are in registered form without coupons in denominations of $25 and integral multiples of $25 in excess thereof. The Notes may not be
transferred and the transfer of Notes shall not be registered as provided in the Indenture unless such transfer is effected on a trading system that is recognized by the Company. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in Redwood City, California, a new Note or Notes in authorized denominations in Dollars for an equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge except for (1) any stamp tax or other governmental charge imposed in connection therewith and (2) any transfer charges associated with the Company’s resale
platform as described on its website at www.lendingclub.com. 
 The Company, the Trustee, and any paying agent may deem and treat the
registered Holder hereof as the absolute owner of this Note at the Holder’s address as it appears on the register books of the Company as kept by the Company or duly authorized agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectively satisfy and discharge liability for moneys payable on this Note. 

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any
Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future shareholder, officer or director, as such, of the Company, either directly or through the Company, under any rule
of law, statute or constitutional provision or by the enforcement of any assessment or penalty or otherwise, all such personal liability of every such incorporator, shareholder, officer and director, as such, being expressly waived and released by
the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. 
 Unless otherwise defined
herein, terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. To the extent that provisions contained in this Note are inconsistent with the provisions set forth in the Indenture,
the provisions contained herein will apply. 
 This Note shall be governed by and construed in accordance with the laws of the State of New
York without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. 

This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Company or its duly authorized agent under the Indenture referred to above. 







 IN WITNESS WHEREOF, LENDINGCLUB CORPORATION has caused this instrument to be signed by its
duly authorized officers. 
  

											
	Dated:	 	  
	 		 		 		 	
					
	CERTIFICATE OF AUTHENTICATION	 		 		 		 	
				
		 		 		 	LENDINGCLUB CORPORATION
					
		 		 		 	By:	 	
		 		 		 		 	Name:	 	
		 		 		 		 	Title:	 	
						
	Dated:	 	  
	 		 		 		 	

 This is one of the Securities of the series of Securities designated therein referred to in the within-mentioned Indenture.

  

			
	LENDINGCLUB CORPORATION
	as Authenticating Agent
		
	By:	 	
		 	Name:
		 	Title:








 EXHIBIT B 

Form of Security (Five-Year Note) 
 FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT BECAUSE PAYMENTS ON THE NOTE ARE DEPENDENT ON PAYMENTS ON THE CORRESPONDING MEMBER LOAN. THE ISSUE
PRICE OF THE NOTE IS THE STATED PRINCIPAL AMOUNT OF THIS NOTE, AND THE ISSUE DATE IS THE ORIGINAL ISSUE DATE. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER THE AMOUNT OF OID AND YIELD TO MATURITY OF THIS NOTE. A HOLDER SHOULD
CONTACT LENDINGCLUB BORROWER SUPPORT AT 1-888-596-3157 OR support@lendingclub.com. 
 ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL unless (1) such transfer is effected on a trading system that is recognized by the Company, and (2) this Note has been presented by the registered Holder (as defined below) to the Company or its
agent for registration of transfer. 
 MEMBER PAYMENT DEPENDENT NOTE SERIES NO.
                    1 

LENDINGCLUB CORPORATION 
  

			
	No.                     	  	[CUSIP ]

 HOLDER:
                    2 

CORRESPONDING MEMBER LOAN:                     3 
 STATED PRINCIPAL AMOUNT OF THIS NOTE: U.S.
$                    4 

AGGREGATE PRINCIPAL AMOUNT OF THIS SERIES OF NOTES: U.S.
$                    5 

INTEREST RATE:
                6 

SERVICE CHARGE: 1% OF ALL MEMBER LOAN PAYMENTS, NET OF THE HOLDING PERIOD INTEREST CHARGE. 

ORIGINAL ISSUE DATE:                     7 
  

	1 	Insert loan ID number for Corresponding Member Loan. 


	2 	Insert lender member’s screen name. 


	3 	Insert description of Corresponding Member Loan. 


	4 	Insert principal amount of lender member’s Corresponding Member Loan. 


	5 	Insert maximum aggregate principal amount of series, which should be aggregate principal amount of Corresponding Member Loan that is being funded by lender members. 


	6 	Insert coupon stated on Corresponding Member Loan. 


	7 	Insert date corresponding to that is two business days following the closing of Corresponding Member Loan. 








 INITIAL MATURITY DATE:
                    8 

FINAL MATURITY DATE:                     9 
 EXTENSION OF MATURITY DATE: Each Note will mature on the Initial Maturity Date, which will equal the
Final Maturity Date, and such date will not be extended. 
 PAYMENT DATES: Subject to the limitations on payment described below, the Company will make
payments of principal and interest on or before the fourth Business Day following receipt of any Member Loan Net Payments by the Company in accordance with the payment schedule for this Note, which is available on the Holder’s account page at
www.lendingclub.com, subject to prepayment at any time without penalty. 
 LendingClub Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Company”), for value received, hereby promises to pay to the person identified as the “Holder” above (the “Holder”), principal and
interest on this Note in U.S. dollars in an amount equal to the Holder’s equal and ratable share of the Member Loan Net Payments on each Payment Date (in accordance with the payment schedule for this Note, which is available on the
Holder’s account page at www.lendingclub.com and subject to prepayment) until the Initial Maturity Date or, if the maturity of the Note has been extended, until the Final Maturity Date. For the avoidance of doubt, (1) no payments of
principal and interest on this Note shall be payable unless the Company has received Member Loan Payments, and then only to the extent of Member Loan Net Payments in respect of those Member Loan Payments related to the Corresponding Member Loan
identified above that have been received by the Company, (2) no Holder of the Note shall have any recourse against the Company unless, and then only to the extent that, the Company has failed to pay such Holder the Member Loan Net Payments or
otherwise breached a covenant in the Indenture described below that is applicable to the series of Notes of which this Note forms a part. Subject to certain exceptions provided in the Indenture referred to below, the principal and interest payable
on any Payment Date will be paid to the person in whose name this Note is registered at the close of business on the Record Date next preceding such Payment Date or maturity date and (3) for administrative convenience the Company may without
penalty remit funds to the Holder up to four Business Days after the Final Maturity Date. 
 “Record Date” shall mean the
second Business Day immediately preceding each Interest Payment Date. 
 “Business Day” shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which the Automated Clearing House system operated by the U.S. Federal Reserve Bank (the “ACH System”) is closed and (2) not a day on which banking institutions are authorized or
obligated by law or executive order to close in San Francisco, California or New York, New York. 
 If, on the Final Maturity Date, no
principal or interest payments in respect of the Corresponding Member Loan remain due and payable to the Company, the Note will mature on the Final Maturity Date and no Consumer Loan Net Payments that the Company receives in respect of the
Corresponding Consumer Loan after such Final Maturity Date shall be required to be paid to the Holder of the Note. 
 All payments of
principal and interest on this Note due to the Holder hereof shall be made in U.S. dollars, in immediately available funds, by intra-institution book entry transfer to the Holder’s designated sub-account in the trust account maintained by the
Company at Wells Fargo Bank, National Association, or such alternate account of the Holder designated by the Trustee in accordance with the Indenture. 

All U.S. dollar amounts used in or resulting from the calculation of amounts due in respect of this Note shall be rounded to the nearest cent
(with one-half cent being rounded upward). 
 This Note is one of a duly authorized series of special limited obligations of the Company
(hereinafter called the “Securities”) all issued or to be issued under and pursuant to an Indenture dated as of October 10, 

 

	8 	Insert date corresponding to stated maturity of Corresponding Member Loan. 


	9 	 Insert date that is the same date of the stated maturity of Corresponding Member Loan.










 
2008, as amended or supplemented (hereinafter called the “Indenture”), duly executed and delivered by the Company and Delaware Trust Company (formerly CSC Trust Company of
Delaware), a Delaware state chartered trust company, as trustee (hereinafter called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, duties and
immunities thereunder of the Trustee and the rights thereunder of the holders of the Securities. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(the “TIA”), as in effect on the date of the Indenture. The Securities are subject to, and qualified by, all such terms, certain of which are summarized hereon, and Holders are referred to the Indenture and the TIA for a statement
of such terms. As provided in the Indenture, the Securities may be issued in one or more separate series, which different series may be issued in various aggregate principal amounts, mature at different times, bear interest at different rates, be
subject to different covenants and events of default, and otherwise vary as provided or permitted in the Indenture. 
 If an Event of
Default described in Section 5.1(3) or (4) of the Indenture occurs and is continuing, the unpaid stated principal amount hereof will become and be immediately due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture. 
 The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of each series of Securities affected thereby, at the time Outstanding, evidenced as provided in the Indenture, to execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any indenture supplemental thereto or modifying in any manner the rights of the holders of this Note; provided, however, that no such supplemental indenture shall
(1) change the Stated Maturity of the principal of, or any installment of principal or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon that would be due and payable upon a declaration of
acceleration of maturity thereof or change the place of payment where, or change the coin or currency in which, any installment of principal and interest on any such Security is payable or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof, (2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) with respect to the Securities, or (3) modify any of the provisions of Section 8.2,
Section 5.4 (clauses (1) and (2)) or Section 5.7 of the Indenture, except to increase the percentage of Outstanding Securities required for such actions to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of all affected series at the time
outstanding, on behalf of the holders of all the Securities of such series, to waive, insofar as those series are concerned, compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future holders and owners of this Note and any Notes which may be issued upon the
registration of transfer hereof or, irrespective of whether or not any notation thereof is made upon this Note or other such Notes. 
 This
Note is not entitled to any sinking fund. This Note is not redeemable at the option of the Holder. The Company shall redeem all of the Outstanding Notes of the series of which this Note forms a part for 100% of the outstanding principal amount of
such Notes if the Corresponding Member Loan has been obtained as a result of identity theft on the part of the purported borrower member. The Company may, in its reasonable discretion, require proof of the identity theft , such as a copy of the
police report filed by the person whose identity was wrongfully used to obtain the Corresponding Member Loan. 
 The Notes are in registered
form without coupons in denominations of $25 and integral multiples of $25 in excess thereof. The Notes may not be transferred and the transfer of Notes shall not be registered as provided in the Indenture unless such transfer is effected on a
trading system that is recognized by the Company. Upon due presentment for registration of transfer of this Note at the office or agency of the Company in Redwood City, California, a new Note or Notes in authorized denominations in Dollars for an
equal aggregate principal amount and like interest rate and maturity will be issued to the transferee in exchange therefor, subject to the 







 
limitations provided in the Indenture, without charge except for (1) any stamp tax or other governmental charge imposed in connection therewith and (2) any transfer charges associated
with the Company’s resale platform as described on its website at www.lendingclub.com. 
 The Company, the Trustee, and any paying
agent may deem and treat the registered Holder hereof as the absolute owner of this Note at the Holder’s address as it appears on the register books of the Company as kept by the Company or duly authorized agent of the Company (whether or not
this Note shall be overdue), for the purpose of receiving payment of or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any paying agent shall be affected by any notice to the contrary. All payments made to
or upon the order of such registered Holder shall, to the extent of the sum or sums paid, effectively satisfy and discharge liability for moneys payable on this Note. 

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or any indenture supplemental thereto or in any
Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future shareholder, officer or director, as such, of the Company, either directly or through the Company, under any rule
of law, statute or constitutional provision or by the enforcement of any assessment or penalty or otherwise, all such personal liability of every such incorporator, shareholder, officer and director, as such, being expressly waived and released by
the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Note. 
 Unless otherwise defined
herein, terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. To the extent that provisions contained in this Note are inconsistent with the provisions set forth in the Indenture,
the provisions contained herein will apply. 
 This Note shall be governed by and construed in accordance with the laws of the State of New
York without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. 

This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Company or its duly authorized agent under the Indenture referred to above. 
 IN WITNESS WHEREOF,
LENDINGCLUB CORPORATION has caused this instrument to be signed by its duly authorized officers. 
  

											
	Dated: 	 	  
	 		 		 		 	
					
	CERTIFICATE OF AUTHENTICATION	 		 		 		 	
				
		 		 		 	LENDINGCLUB CORPORATION
						
		 		 		 	By:	 		 	
		 		 		 		 	Name:	 	
		 		 		 		 	Title:	 	
						
	Dated:	 	  
	 		 		 		 	

 This is one of the Securities of the series of Securities designated therein referred to in the within-mentioned Indenture.

  

			
	LENDINGCLUB CORPORATION
	as Authenticating Agent
		
	By:	 	
		 	Name:
		 	Title: