LOAN AND SECURITY AGREEMENT

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of the Effective Date by and among the GOLD HILL LENDERS referenced on Exhibit A attached hereto (as modified from time to time in accordance with Section 12.1 of this Agreement, the “ Gold Hill Lenders ”), SILICON VALLEY BANK , a California corporation, in its capacity as lender (“ SVB ”; together with the Gold Hill Lenders, each individually, a “ Lender ”, and collectively, the “ Lenders ”), SVB in its capacity as agent on behalf of the Lenders (the “ Administrative Agent ”), and LENDINGCLUB CORPORATION , a Delaware corporation (“ Borrower ”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

Recitals .

A. Borrower is engaged in the business of purchasing and servicing loans made by WebBank to Borrower Members (collectively, the “ Borrower Member Loans ”, and each, a “ Borrower Member Loan ”). Upon the making of a Borrower Member Loan, Borrower purchases such Borrower Member Loan pursuant to the Loan Servicing Documents. In order to fund the making and purchase of each Borrower Member Loan, Borrower issues and sells to Lender Members, and such Lender Members purchase from Borrower, debt securities issued pursuant to an indenture, each series of which corresponds to a specific Borrower Member Loan (“ Borrower Securities ”). The Borrower Securities are repaid by Borrower solely from the proceeds of such Borrower Member Loan and otherwise are without recourse to Borrower.

B. Borrower has requested that Lenders extend credit to Borrower to finance certain Borrower Member Loans, and Lenders have so agreed, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth in this Agreement.

1 ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2 LOAN AND TERMS OF PAYMENT

2.1 Promise to Pay . Borrower hereby unconditionally promises to pay Lenders the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Loan Facility .

(a) Subject to the terms and conditions of this Agreement, Lenders agree, severally and not jointly, to make advances to Borrower, from time to time, prior to the Commitment Termination Date (each an “ Advance ” and collectively the “ Advances ”), in an aggregate amount not to exceed the Loan Commitment according to each Lender’s pro rata share of the Loan Commitment (based upon the respective Commitment Percentage of each Lender). Each Advance must be in an amount of at least One Million Dollars ($1,000,000) not exceeding the amount that has not yet been drawn under the Loan Commitment; provided, however, that no Advance shall be in an amount in excess of the Advance Rate multiplied by the aggregate original principal amount of the Eligible Loans which are financed by such Advance. After repayment, no Advance may be reborrowed. Lenders’ obligation to lend hereunder shall terminate on the earlier of (i) a Lender’s election on the occurrence and continuance of an Event of Default, or (ii) the Commitment Termination Date. When Lenders makes an Advance, Borrower shall cause WebBank to execute and deliver a listing of the notes payable to Borrower in the amount of the portion of the Eligible Loan being financed by such Advance (the “ Financed Loan Note ”) and each such Financed Loan Note will be stored electronically in the Borrower’s lending account and electronically endorsed by WebBank to Borrower. Upon any Lender’s request, Borrower shall deliver to such Lender evidence satisfactory to such Lender that the Financed Loan Notes for such Lender have been electronically endorsed by WebBank to Borrower. The portion of the Eligible Loan being financed by the Advance and evidenced by the Financed Loan Note shall become a “ Financed Loan ”. Borrower shall immediately electronically endorse the Financed Loan Note or Financed Loan Notes to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, using the Standard Assignment Forms.

(b)  Borrowing Procedure . To obtain an Advance, Borrower must notify Administrative Agent by facsimile or telephone by 12:00 p.m. Pacific Time five (5) Business Days prior to the Funding Date of the Advance. If such notification is by telephone, Borrower must promptly confirm the notification by delivering to Administrative Agent an Advance Form in the form attached as Exhibit C (a “ Payment Advance Form ”). On the Funding Date, each Lender shall credit and/or transfer (as applicable) to Borrower’s deposit account, an amount equal to its Commitment Percentage multiplied by the amount of the Advance. Each Lender may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due.

2.2 Termination of Commitment to Lend. Each Lender’s obligation to lend the undisbursed portion of the Obligations shall terminate if, in such Lender’s sole discretion, there has been a Material Adverse Change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Administrative Agent prior to the execution of this Agreement.

2.3 Repayment of Credit Extensions .

(a)  Principal and Interest Payments . Commencing on the first (1 ^st ) day of the first (1 ^st ) month after the Funding Date, Borrower shall make equal monthly payments of principal and interest, each in an amount sufficient to fully amortize the amount of each outstanding Advance during the Repayment Period. Notwithstanding the forgoing, all unpaid principal and accrued and unpaid interest is due and payable in full on the Maturity Date. An Advance may only be prepaid in accordance with Sections 2.4, 2.5 and 2.6.

(b)  Interest Rate . Subject to Section 2.3(c), the principal amount outstanding for each Advance shall accrue interest at a fixed per annum rate of ten percent (10%), which interest shall be payable monthly in accordance with Section 2.3 (a) above.

(c)  Default Rate . Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five (5) percentage points above the rate that is otherwise applicable thereto (the “ Default Rate ”). Payment or acceptance of the increased interest rate provided in this Section 2.3(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Lenders.

(d)  360-Day Year . Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

(e)  Debit of Accounts . Administrative Agent may debit any of Borrower’s deposit accounts, including the Operating Account, for principal and interest payments or any other amounts Borrower owes Lenders when due. These debits shall not constitute a set-off.

(f)  Payments . Unless otherwise provided, interest is payable monthly on the first (1 ^st ) calendar day of each month. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue.

2.4 Permitted Prepayment of Advances . So long as no Event of Default has occurred and is continuing, Borrower shall have the option to prepay all, but not less than all, of each Advance advanced by Lenders under this Agreement, provided Borrower (a) delivers written notice to Lenders of its election to prepay such Advance or Advances at least thirty (30) days prior to such prepayment, and (b) pays, on the date of such prepayment (i) all outstanding principal plus accrued and unpaid interest for such Advance or Advances, (ii) the Final Payment for such Advance or Advances, and (iii) all other sums, if any, that shall have become due and payable for such Advance or Advances, including interest at the Default Rate with respect to any past due amounts.

2.5 Mandatory Prepayment Upon an Acceleration . If the Advances are accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Lenders an amount equal to the sum of: (i) all outstanding principal plus accrued interest, (ii) the Final Payment plus (iii) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts.

2.6 Mandatory Prepayment Upon Prepayment of Eligible Loans . Upon the request of any Lender, Borrower shall pay to Administrative Agent, for the benefit of such Lenders, the aggregate amount of Financed Loans which were repaid or Charged-off, in whole or in part, during such fiscal quarter.

2.7 Fees . Borrower shall pay to Administrative Agent, on behalf of Lenders:

(a)  Commitment Fee . A fully earned, non-refundable commitment fee of Twenty Thousand Dollars ($20,000), on the Effective Date

(b)  Final Payment . On the earliest of (i) the Maturity Date, (ii) the termination of the Loan Commitment or (iii) the prepayment of the Advances, Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and all other amounts due on such date, an amount equal to the Final Payment.

(c)  Lenders’ and Agent’s Expenses . All Lender Expenses and Agent Expenses (including reasonable attorneys’ fees and expenses, plus expenses for documentation and negotiation of this Agreement, incurred through and after the Effective Date, when due.

2.8 Additional Costs . If any law or regulation increases any Lender’s costs or reduces its income for any loan, Borrower shall pay the increase in cost or reduction in income or additional expense; provided, however, that Borrower shall not be liable for any amount attributable to any period before one hundred eighty (180) days prior to the date Administrative Agent notifies Borrower of such increased costs. Lenders agree that they shall allocate any increased costs among their customers similarly affected in good faith and in a manner consistent with Lenders’ customary practice.

3 CONDITIONS OF LOANS

3.1 Conditions Precedent to Initial Credit Extension . Lenders’ agreement to make the initial Credit Extension is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to Administrative Agent, such documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate, including, without limitation:

(a) duly executed original signatures to the Loan Documents to which it is a party;

(b) duly executed original signatures to the Warrants;

(c) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date;

(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e) an additional Pledged CD in favor of SVB whose Value shall not be less than One Hundred Fifty Thousand Dollars ($150,000) and an additional Pledged CD in favor of the Gold Hill Lenders whose Value shall not be less than One Hundred Fifty Thousand Dollars ($150,000);

(f) certified copies, dated as of a recent date, of financing statement searches, as Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(g) a copy of its Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto;

(h) duly executed original signature to the VC/OC (Management) Letter Agreement;

(i) evidence satisfactory to Administrative Agent that the insurance policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of in favor of Administrative Agent and Lenders;

(j) results satisfactory to the Lenders from tests regarding the transfer of cash from Lenders’ accounts on Borrower’s platform to the Operating Account; and

(k) payment of the fees and Administrative Agent and Lender Expenses then due as specified in Section 2.7 hereof.

3.2 Conditions Precedent to all Credit Extensions . Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, are subject to the following:

(a) timely receipt of an executed Payment/Advance Form;

(b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(c) in Lenders’ sole but good faith discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Lenders.

3.3 Covenant to Deliver . Borrower agrees to deliver to Administrative Agent each item required to be delivered to Administrative Agent under this Agreement as a condition to any Credit Extension. Borrower expressly agrees that the extension of a Credit Extension prior to the receipt by Administrative Agent of any such item shall not constitute a waiver by Lender of Borrower’s obligation to deliver such item, and any such extension in the absence of a required item shall be in Lenders’ sole discretion.

4 CREATION OF SECURITY INTEREST

(a) Borrower hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the Obligations a continuing security interest in, and pledges to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have priority to Administrative Agent’s and Lenders’ Liens as permitted under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Administrative Agent in a writing signed by Borrower of the general details thereof and grant to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Administrative Agent.

(b) Borrower hereby assigns, pledges, delivers, and transfers to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, and hereby grants to Administrative Agent, for the ratable benefit of the Lenders, and to each Lender, a continuing first priority security interest in and against all right, title and interest of the following, whether now or hereafter existing or acquired by Borrower:

(i) any and all Pledged CD now or hereafter issued from time to time to Borrower by SVB in accordance with Section 6.8, including without and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith.

(ii) all proceeds of the foregoing (including whatever is receivable or received when any and all Pledged CD or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Pledged CD, and all rights to payment with respect to any cause of action affecting or relating to the Pledged CD); and

(iii) all renewals, replacements and substitutions of items of any Pledged CD.

If this Agreement is terminated, Administrative Agent’s and Lenders’ Liens in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. The parties to this Agreement do not intend that Borrower’s delivery of any Pledged CD to Administrative Agent as herein provided will constitute an advance payment of any Obligations or liquidated damages, nor do the parties intend that any Pledged CD increase the dollar amount of the Obligations.

4.2 Authorization to File Financing Statements . Borrower hereby authorizes Administrative Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Administrative Agent’s and Lenders’ interest or rights hereunder.

5 REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Administrative Agent and each Lender as follows:

5.1 Due Organization, Authorization; Power and Authority . Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Administrative Agent a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Administrative Agent and each Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could have a material adverse effect on Borrower’s business.

5.2 Collateral . Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with SVB, the Clearing Account, the Trust Account, the Borrower Account, the Investor Account, the deposit accounts, if any, described in the Perfection Certificate delivered to Administrative Agent in connection herewith, or of which Borrower has given Lenders notice and taken such actions as are necessary to give Administrative Agent and Lenders a perfected security interest therein. The Eligible Loans are bona fide, existing obligations of the Loan Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Lenders notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lenders in their sole discretion. Upon any Transfer permitted under Section 7.1(e) hereof prior to an Event of Default, Administrative Agent’s and Lenders’ Lien in such assets shall be released without any further act of Administrative Agent, Lenders or Borrower. Administrative Agent shall take all actions reasonably requested by Borrower, at Borrower’s expense, to evidence such release.

Administrative Agent, Lenders and Borrower hereby acknowledge and agree that, notwithstanding anything set forth to the contrary herein, (a) the Collateral shall include all amounts deposited into the Clearing Account, to the extent that such amounts are proceeds of Financed Loans, and (b) the first priority security interest granted by Borrower to Administrative Agent and Lenders pursuant to the Loan Agreement shall at all times remain in full force and effect with respect to all proceeds of, and any other amounts received in connection with, all Financed Loans regardless of the locations of such proceeds and amounts, including, without limitation, any such proceeds and amounts deposited into the Clearing Account.

5.3 Financed Loans . Borrower represents and warrants for each Financed Loan:

(a) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Loan;

(b) The amount of such Financed Loan is not disputed;

(c) Such Financed Loan is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any Liens, security interests and encumbrances other than Permitted Liens;

(d) The Financed Loan Note is in Borrower’s possession and has not been transferred to any third party;

(e) Borrower reasonably believes no Loan Debtor is insolvent or subject to any Insolvency Proceedings;

(f) No Borrower Member Loan is the subject of an Insolvency Proceeding and Borrower does not anticipate any filing; and

(g) Administrative Agent and Lenders have the right to endorse and/ or require Borrower to endorse all Financed Loan Notes.

5.4 Litigation . There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Fifty Thousand Dollars ($50,000).

5.5 No Material Deviation in Financial Statements . All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Lenders fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Lenders.

5.6 Solvency . The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7 Regulatory Compliance .

(a) Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

(b) In originating and/or servicing each Eligible Loan, Borrower has complied in all material respects with all applicable federal, state and local laws, including without limitation, securities, usury, truth-in-lending, equal credit opportunity, fair credit reporting, licensing or other similar laws. Borrower has made commercially reasonable efforts to authenticate the identity of each Loan Debtor and to verify information provided by the Loan Debtor in connection with each Eligible Loan. Based on such authentication and verification, Borrower represents and warrants to the best of its knowledge that (i) each Loan Debtor had full legal capacity to execute and deliver all loan documents evidencing the Eligible Loan made to such Loan Debtor and (ii) each loan document evidencing each Eligible Loan is the legal, valid and binding obligation of the applicable Loan Debtor and is enforceable in accordance with its terms.

5.8 Subsidiaries; Investments . Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.9 Tax Returns and Payments; Pension Contributions . Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Lenders in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10 Use of Proceeds . Borrower shall use the proceeds of the Credit Extensions solely to finance Borrower Member Loans assigned to Borrower in the ordinary course of business of WebBank and Borrower, and not for working capital purposes or for personal, family, household or agricultural purposes.

5.11 Full Disclosure . No written representation, warranty or other statement of Borrower in any certificate or written statement given to Administrative Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Administrative Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Lenders that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

6 AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1 Government Compliance .

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with (a) all Bank Secrecy Act and Anti-Money Laundering laws, regulations and requirements imposed by the Office of Foreign Assets Control (OFAC), and (b) all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

(b) Obtain and maintain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party, the grant of a security interest to Lenders in all of its property, the performance by Borrower of its obligations under the Loan Servicing Documents, and the conduct of Borrower’s operations including without limitation in any jurisdiction in which it purchases and/or sells Borrower Member Loans. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Administrative Agent.

6.2 Financial Statements, Reports, Certificates .

(a) Deliver to Administrative Agent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Administrative Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (vi) within thirty (30) days after the last day of Borrower’s fiscal year, copies of all annual financial projections commensurate in form and substance with those provided to Borrower’s venture capital investors; (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Administrative Agent; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Administrative Agent in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Borrower Member Loans as “securities” under federal law.

(b) Upon Administrative Agent’s request, deliver to Administrative Agent a detailed accounting of the current balances of the Clearing Account, Trust Account, and the Borrower Account.

(c) Within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the Minimum Collateral Value Ratio set forth in this Agreement.

(d) Allow Administrative Agent to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing.

(e) Upon Administrative Agent’s request, deliver to Administrative Agent a copy of the final, signed loan documents evidencing Eligible Loans, including without limitation the Financed Loan Notes, and assignments of such Eligible Loans by WebBank to Borrower;

(f) Upon Administrative Agent’s request, deliver to Administrative Agent, a schedule of all Eligible Loans financed with the Advances, in form and substance acceptable to Administrative Agent, including, without limitation, the loan amounts, the loan numbers and the names of the borrowers and the Consumer Lenders participating in such loans.

6.3 Taxes; Pensions . Make, and cause each of its Subsidiaries to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5.9 hereof) and shall deliver to Administrative Agent, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.4 Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Lenders and Administrative Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Administrative Agent. All property policies shall have a lender’s loss payable endorsement showing the Administrative Agent, for the ratable benefit of each Lender, as an additional lender loss payee and waive subrogation against the Administrative Agent and each Lender, and all liability policies shall show each Lender, or have endorsements showing, each Lender as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give the Administrative Agent on behalf of Lenders at least thirty (30) days notice before canceling, amending, or declining to renew its policy. At the Administrative Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Administrative Agent’s option, be payable to Administrative Agent on behalf of Lenders on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.4 or to pay any amount or furnish any required proof of payment to third persons and Lenders, Lenders may make all or part of such payment or obtain such insurance policies required in this Section 6.4, and take any action under the policies Lenders and Administrative Agent deem prudent.

6.5 Operating Accounts .

(a) Except as set forth is in this Section 6.5(a), maintain all of its primary operating and investment accounts, including, without limitation, the Operating Account, with SVB and SVB’s Affiliates. All collections on Borrower Member Loans shall be managed through the Clearing Account, which Clearing Account shall be free of any Liens. Notwithstanding the foregoing, Borrower may in the ordinary course of business maintain at Wells Fargo Bank, N.A. (i) the Trust Account in trust for Lender Members; (ii) the Borrower Account solely to process incidental amounts for Borrower Members, provided that the balance of the Borrower Account shall not at any time exceed $5,000; and (iii) the Investor Account solely to process amounts collected on Borrower Member Loans financed by any Investor Credit Facility.

(b) For each Collateral Account that Borrower maintains, Borrower shall cause the applicable bank or financial institution (other than SVB) at, or with which, any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Administrative Agent’s Liens, for the ratable benefit of each Lender, in such Collateral Account in accordance with the terms hereunder. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Administrative Agent by Borrower.

6.6 Protection of Intellectual Property Rights . Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property; (b) promptly advise Lenders in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Lenders’ written consent.

6.7 Litigation Cooperation . From the date hereof and continuing through the termination of this Agreement, make available to Lender and Administrative Agent, without expense to Lenders or Administrative Agent, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Lenders or Administrative Agent may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Lenders or Administrative Agent with respect to any Collateral or relating to Borrower.

6.8 Value of Pledged CDs . Maintain at all times Aggregate Pledged CDs with a Value of not less than the Minimum Collateral Value. In the event that the Aggregate Pledged CDs are less than the Minimum Collateral Value at any time, Borrower shall immediately provide Administrative Agent with additional Pledged CDs with a Value sufficient to eliminate any such deficiency. All Pledged CDs shall constitute part of the Collateral from and after the date of issuance by SVB.

6.9 Right to Invest . Grant to each Lender or its Affiliates (including, but not limited to, SVB Financial Group and Gold Hill Venture Lending Partners) a right (but not an obligation) for each Lender to purchase an aggregate amount of up to Five Hundred Thousand Dollars ($500,000) in Borrower’s Subsequent Financing on the same terms, conditions and pricing offered to its investors (the “ Subsequent Financing Investment ”). Borrower shall give Lenders and Administrative Agent at least thirty (30) days prior written notice of the Subsequent Financing containing the terms, conditions and pricing of the Subsequent Financing delivered to each Lender’s address set forth in Section 10 hereof. The right granted hereunder shall survive the termination of this Agreement.

6.10 Clearing Account; Lockbox; Collections . Prior to the occurrence and continuance of an Event of Default, Borrower shall have the right to collect all payments and other amounts received in connection with Borrower Member Loans (“ Loan Collections ”); provided, however, that Borrower shall have the right to collect all payments and other amounts received in connection with Borrower Member Loans which are not Financed Loans without regard to whether an Event of Default has occurred and is continuing. Upon receipt by Borrower of any Loan Collections, Borrower shall immediately deposit such Loan Collections into the Clearing Account (or shall receive such payments and other amounts directly into the Clearing Account) and deliver to Administrative Agent a detailed breakdown of such Loan Collections showing the interests of each Lender in such Loan Collections. Borrower shall, within four (4) days of such time as Loan Collections are deposited into the Clearing Account, distribute such Loan Collections as follows:

(a) With respect to any Loan Collections received in connection with a Financed Loan, (i) when directed by Administrative Agent, into a lockbox account that Administrative Agent controls (the “ Lockbox Account ”) and (ii) at all other times, into the Operating Account. Provided no Event of Default exists, Borrower shall transfer all amounts deposited into the Lockbox Account from the Lockbox Account to the Operating Account within one (1) Business Day of receipt in the Lockbox Account. All Financed Loans and the proceeds thereof are Collateral and immediately upon the occurrence of an Event of Default, Administrative Agent may without notice apply all Loan Collections from Financed Loans and other proceeds of such Financed Loans and the balance of the Lockbox Account to the Obligations. This Section does not impose any affirmative duty on SVB or Administrative Agent to perform any act other than as specifically set forth herein.

(b) With respect to any Loan Collections received in connection with Borrower Member Loans which are not Financed Loans and which are not financed by the Investor Credit Facility, into the Trust Account.

(c) With respect to any Loan Collections received in connection with Eligible Loans financed by the Investor Credit Facility, into the Investor Account.

(d) With respect to any amounts received in connection with Borrower Member Loans attributable to Borrower’s service or collection charges, into the Operating Account.

Notwithstanding the foregoing provisions of this Section 6.9, Borrower shall immediately upon receipt deposit amounts due to Borrower for origination fees charged by Borrower for Borrower Member Loans into the Operating Account (or shall receive such payments and other amounts directly into the Operating Account).

6.11 Control of Financed Loans . Borrower shall create and store a single authoritative copy of each Financed Loan Note which authoritative copy shall (a) identify Borrower as the assignee of such note or notes, and (b) be unique, identifiable and unalterable except to the extent that (i) copies or revisions that add or change an identified assignee of such authoritative copy can only be made with the participation of Borrower, (ii) each copy of the authoritative copy is readily identifiable as a copy that is not the authoritative copy, and (iii) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.

6.12 Portfolio Financial Servicing Company Contract . Within thirty (30) days after the Effective Date, Borrower shall make commercially reasonable efforts to deliver to Lenders a duly executed amendment to the Portfolio Financial Servicing Company Contract by and between Borrower and Portfolio Financial Servicing Company in form and substance satisfactory to the Lenders in their reasonable discretion and granting the Lenders third party beneficiary rights under the Portfolio Financial Servicing Company Contract with respect to servicing of the Financed Loans on terms acceptable to the Lenders in their reasonable discretion.

6.13 Further Assurances . Borrower shall execute any further instruments and take further action as the Administrative Agent reasonably requests to perfect or continue Administrative Agent’s Liens, for the ratable benefit of each Lender, in the Collateral, or to effect the purposes of this Agreement.

7 NEGATIVE COVENANTS

Borrower shall not do any of the following without the Administrative Agent’s prior written consent:

7.1 Dispositions . Convey, sell, lease, transfer or otherwise dispose of (collectively, “ Transfer ”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory and cash to trade creditors, both in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (e) Transfers in the ordinary course of business of any Borrower Member Loans which are not Financed Loans; and (f) Transfers of amounts received in connection with Borrower Member Loans which are not Financed Loans in accordance with Section 6.9(b) of this Agreement; and (g) issuance and sale of Borrower Securities.

7.2 Changes in Business, Management, Ownership, or Business Locations . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change of management in which any Key Person ceases to hold such offices with Borrower or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Administrative Agent the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to Administrative Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.

7.3 Mergers or Acquisitions . Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4 Indebtedness . Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Encumbrance . Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Administrative Agent or Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Lien” herein.

7.6 Maintenance of Collateral Accounts . Maintain any Collateral Account except pursuant to the terms of Section 6.5(b) hereof.

7.7 Distributions; Investments . (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of Fifty Thousand Dollars ($50,000) per fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8 Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt . (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount th