Exhibit 10.7
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES
LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
WARRANT TO PURCHASE PREFERRED STOCK
OF
LENDINGCLUB CORPORATION
Issued
on ______, 2008
Void on ______, 2013
This certifies that in consideration
of the sum of Two Hundred Thirty Three Dollars ($233.00) previously
paid to LendingClub Corporation, a Delaware corporation (the
“ Company ”), with principal offices at
440 North Wolfe Road, Sunnyvale, California 94085, receipt of which
is hereby acknowledged, ___is entitled, subject to the terms and
conditions of this Warrant, to purchase from the Company, at any
time or from time to time, on any business day on or after the date
hereof and prior to 5:00 p.m., Pacific time, on ___, 2013 (the
“ Expiration Date ”) or an earlier
expiration of this Warrant as provided in Section 4 hereof, up
to that number of shares of Warrant Stock (as defined below) as may
be purchased for the amount equal to the product obtained by
multiplying (i) ___% by (ii) the original principal amount
payable under the Note (as defined below) (the “
Maximum Purchase Amount ”), at a price per
share equal to $1.065 (the “ Warrant Price
”), upon surrender of this Warrant at the principal offices
of the Company, together with a duly executed subscription form in
the form attached hereto as Exhibit 1 and simultaneous
payment of the full Warrant Price for the shares of Warrant Stock
so purchased in lawful money of the United States. The Warrant
Price and the number and character of shares of Warrant Stock
purchasable under this Warrant are subject to adjustment as
provided herein.
This Warrant is issued in connection
with the issuance of that certain Secured Promissory Note dated as
of ___, 2008 (the “ Note ”), issued to
the original holder of this Warrant.
1.
DEFINITIONS . The following definitions shall
apply for purposes of this Warrant:
1.1 “ Change of
Control ” means (a) a merger or consolidation in
which the Company is a constituent party, or a subsidiary of the
Company is a constituent party, and the Company issues shares of
its capital stock pursuant to such merger or consolidation, except
any such merger or consolidation involving the Company or a
subsidiary in which the shares of capital stock of the Company
outstanding immediately prior to such merger or consolidation
continue to represent, or are converted or exchanged for shares of
capital stock which represent, immediately following such merger or
consolidation at least a majority, by voting power, of the capital
stock of (1) the surviving or resulting corporation or
(2) if the surviving or resulting corporation is a wholly
owned subsidiary of another corporation immediately following such
merger or consolidation, the parent corporation of such
surviving
or resulting
corporation ( provided that , for the purpose of this
Section 1.1, all shares of the Company’s Common Stock
issuable upon exercise of options outstanding immediately prior to
such merger or consolidation or upon conversion of convertible
securities outstanding immediately prior to such merger or
consolidation shall be deemed to be outstanding immediately prior
to such merger or consolidation and, if applicable, converted or
exchanged in such merger or consolidation on the same terms as the
actual outstanding shares of Common Stock are converted or
exchanged); or (b) the sale, lease, transfer or other
disposition, in a single transaction or series of related
transactions, by the Company or any subsidiary of the Company of
all or substantially all the assets of the Company and its
subsidiaries taken as a whole, except where such sale, lease,
transfer or other disposition is to a wholly owned subsidiary of
the Company.
1.2 “
Company ” means the “
Company ” as defined above and includes any
corporation which shall succeed to or assume the obligations of the
Company under this Warrant.
1.3 “
Holder ” means any person who shall at the time
be the registered holder of this Warrant.
1.4 “ Maturity
Date ” has the meaning set forth in the Note.
1.5 “ Purchase
Amount ” means, at a given time, an amount equal to
the Maximum Purchase Amount less the aggregate amount previously
paid to the Company for the purchase of Warrant Stock upon exercise
of this Warrant.
1.6 “
Warrant ” means this Warrant and any warrant(s)
delivered in substitution or exchange therefor, as provided
herein.
1.7 “ Warrant
Stock ” means Series A Preferred Stock of the
Company. The number and character of shares of Warrant Stock are
subject to adjustment as provided herein and the term “
Warrant Stock ” shall include stock and other
securities and property at any time receivable or issuable upon
exercise of this Warrant in accordance with its terms.
2.
EXERCISE .
2.1 Method of
Exercise . Subject to the terms and conditions of this
Warrant, the Holder may exercise this Warrant in whole or in part,
at any time or from time to time, before the Expiration Date, for
up to that number of shares of Warrant Stock that is obtained by
dividing (a) the Maximum Purchase Amount by (b) the then
effective Warrant Price, by surrendering this Warrant at the
principal offices of the Company, with the subscription form
attached hereto duly executed by the Holder, and payment of an
amount equal to the product obtained by multiplying (i) the
number of shares of Warrant Stock to be purchased by the Holder by
(ii) the Warrant Price or adjusted Warrant Price therefor, if
applicable, as determined in accordance with the terms
hereof.
2.2 Form of
Payment . Payment may be made by (i) a check payable
to the Company’s order, (ii) wire transfer of funds to
the Company, (iii) cancellation of indebtedness of the Company
to the Holder, or (iv) any combination of the foregoing.
2.3 Partial
Exercise . Upon a partial exercise of this Warrant:
(i) the Purchase Amount immediately prior to such exercise
shall be reduced by the aggregate amount paid to the Company upon
such exercise of this Warrant, and (ii) this Warrant shall be
surrendered by the Holder and replaced with a new Warrant of like
tenor in which the Maximum Purchase Amount is the Purchase
2
Amount as so
reduced. In no event may the cumulative aggregate purchase price
paid to the Company upon all exercises of the Warrant exceed the
Maximum Purchase Amount.
2.4 No Fractional
Shares . No fractional shares may be issued upon any
exercise of this Warrant, and any fractions shall be rounded down
to the nearest whole number of shares. If upon any exercise of this
Warrant a fraction of a share results, the Company will pay the
cash value of any such fractional share, calculated on the basis of
the Warrant Price.
2.5 Restrictions on
Exercise . This Warrant may not be exercised if the
issuance of the Warrant Stock upon such exercise would constitute a
violation of any applicable federal or state securities laws or
other laws or regulations. As a condition to the exercise of this
Warrant, the Holder shall execute the subscription form attached
hereto as Exhibit 1 , confirming and acknowledging that
the representations and warranties of the Holder set forth in
Section 8 of the Note are true and correct as of the date of
exercise.
2.6 Net Exercise
Election . The Holder may elect to convert all or a portion
of this Warrant, without the payment by the Holder of any
additional consideration, by the surrender of this Warrant or such
portion to the Company, with the net exercise election selected in
the subscription form attached hereto duly executed by the Holder,
into up to the number of shares of Warrant Stock that is obtained
under the following formula:
X =
Y (A-B)
A
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Where
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X |
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the number of shares of Warrant Stock
to be issued to the Holder pursuant to this Section 2.6. |
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Y |
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the Maximum Purchase Amount divided
by the Warrant Price (at the date of such calculation). |
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A |
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the fair market value of one share of
Warrant Stock, as determined in good faith by the Company’s
Board of Directors, as at the time the net exercise election is
made pursuant to this Section 2.6. |
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B |
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the Warrant Price (at the date of
such calculation). |
The Company will promptly respond in
writing to an inquiry by the Holder as to the then current fair
market value of one share of Warrant Stock.
For purposes of the above
calculation, fair market value of one share of Warrant Stock shall
be determined by the Company’s Board of Directors in good
faith; provided, however, that where there exists a public market
for the Company’s Common Stock at the time of such exercise,
the fair market value per share shall be the product of
(i) the average of the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary or the
last reported sale price of the Common Stock or the closing price
quoted on the Nasdaq National Market or on any exchange on which
the Common Stock is listed, whichever is applicable, as published
in the Western Edition of The Wall Street Journal for the
five (5) trading days prior to the date of determination of
fair market value and (ii) the number of shares of Common
Stock into which each share of Warrant Stock is convertible, if
applicable, at the time of such exercise. Notwithstanding the
foregoing, in the event the Warrant is exercised in connection with
the Company’s initial public offering of Common Stock, the
fair market value per share shall be the product of
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