REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of February 18, 2020, is made and entered into by and among LendingClub Corporation, a Delaware corporation (the Company), and Shanda Asset Management Holdings Limited, a company organized under the laws of the British Virgin Islands (Shanda, and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the Holders and, each, a Holder).
WHEREAS, the Company and Shanda have entered into that certain Exchange Agreement, dated as of the date hereof (the Exchange Agreement), pursuant to which Shanda will exchange all 19,562,881 shares of the Companys Common Stock, par value $0.01 per share (Common Stock), held by it for certain cash consideration and 195,628 shares of the Companys newly issued Mandatorily Convertible Non-Voting Preferred Stock, Series A, par value $0.01 per share (Series A Stock), which when transferred to a third-party unaffiliated with Shanda will, in the aggregate, convert to 19,562,800 shares of Common Stock (the Conversion Shares); and
WHEREAS, in connection with the Exchange Agreement, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Agreement shall have the meaning given in the Preamble.
Commission shall mean the Securities and Exchange Commission.
Common Stock shall have the meaning given in the Recitals hereto.
Company shall have the meaning given in the Preamble.
Demand Registration shall have the meaning given in Section 2.2.1.
Demand Registration Statement shall have the meaning given in Section 2.2.1.