Exhibit 4.3
Note
Purchase Agreement
The
following terms constitute a binding agreement
(“Agreement”) between you and LendingClub Corporation,
a Delaware corporation (“LendingClub”,
“we”, or “us”). “You” as used
in this Agreement refers to you as a lender member. This Agreement
will govern all purchases of Member Payment Dependent Notes
(“Notes”) that you may, from time to time, make from
LendingClub. Please read this Agreement, the terms of use
(“Terms of Use”) and the Prospectus as defined below,
carefully and print and retain a copy of these documents for your
records. By signing electronically below, you agree to the
following terms, together with the Terms of Use on
LendingClub’s web site lending marketplace at
www.Lendingclub.com and any subdomain thereof (the
“Site”), you consent to our privacy policy, agree to
transact business with us electronically, and agree to have any
dispute with us resolved by binding arbitration.
LendingClub has filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-1
(No. 333-[ ]) (as amended from time to time, the
“Registration Statement”) to register the continuous
offering and sale of Notes issued by LendingClub. The Registration
Statement includes a prospectus related to the offering of the
Notes by LendingClub dated [_______], 2008 (as supplemented from
time to time, the “Prospectus”). The Registration
Statement became effective on [_______, 2008] pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission
under the Securities Act of 1933, as amended. You acknowledge that
the Registration Statement has been delivered to you and that you
have read the Registration Statement.
In
consideration of the covenants, agreements, representations and
warranties hereinafter set forth, and for other good and valuable
consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. Purchase of Notes. Subject to the terms and
conditions of this Agreement, we will provide you the opportunity
through the Site:
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to review requests for consumer loans (“Member
Loans”) that LendingClub has received from its borrower
members (“Borrower Members”) |
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to purchase Notes with minimum denominations of $25 through the
Site, each such Note associated with, and dependent on, a specific
Member Loan; and |
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to instruct LendingClub to apply the proceeds from the sale of
each Note you purchase to the funding of a specific Member Loan you
have designated on the Site. |
The
purchase price for any Notes you purchase through the Site will
equal 100% of the principal amount of the Notes that you decide to
purchase. The Notes shall be issued pursuant to an indenture (the
“Indenture”) between LendingClub and a trustee.
You must
commit to purchase a Note through the Site to fund a Member Loan
prior to the origination of that Member Loan. At the time you
commit to purchase a Note you must have sufficient funds in your
account with LendingClub to complete the purchase, and you will not
have access to those funds after you make a purchase commitment
unless and until LendingClub has notified you that the Member Loan
will not be funded. Once you make a funding commitment, it is
irrevocable regardless of whether the full amount of the Borrower
Member’s loan request is funded. If the Member Loan does not
close, then Lending Club will inform you and release you from your
purchase commitment.
2. Issuance. Each time you purchase a Note, it will be
issued immediately following the closing of the Member Loan that
you have designated LendingClub to fund with the proceeds of your
Note. Member Loans generally close at the end of their 14-day
posting period unless (1) the Borrower Member declines the
Member Loan prior to closing, in which case LendingClub will
release you from your purchase commitment; (2) lender
commitments for the entire amount of the Borrower Member’s
loan request have been received earlier, in which case the Member
Loan will close earlier; or (3) the loan request is canceled by
LendingClub for reasons relating to the operation and integrity of
the Site, for example if there is attempted fraud or the Borrower
Member fails to verify information upon request by
LendingClub.
3. Terms of the Notes. The Notes shall have the terms
and conditions described in the Prospectus, the Indenture and the
Note, which are exhibits to the Registration Statement of which the
Prospectus forms a part and which are available for you to review
on the Site. The interest rate, maturity and other terms of the
corresponding Member Loans will be described in the Borrower
Member’s loan request on the Site.
4. Limited Repurchase Obligation for Identity Fraud. If
the Member Loan you have designated for the proceeds of your
purchase of a Note was obtained as a result of identity theft or
fraud on the part of the purported Borrower Member, we will
(a) notify you as soon as reasonably practicable; and
(b) repurchase your Note by crediting your account on
LendingClub for the full principal amount of your Note. We may, in
our 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 fraudulently-induced
Member Loan, before we credit your account and repurchase your
Note. You agree that you
will
have no rights with respect to any such Notes except the crediting
of the purchase price to your LendingClub account.
5. Your Covenants and Acknowledgements. You agree that
you have no
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