1409970--6/29/2010--LendingClub

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RISKS RELATING TO THE NOTES AND THE CORRESPONDING MEMBER LOANS ON WHICH THE NOTES ARE DEPENDENT You may lose some or all of your initial purchase price for the Notes because the Notes are highly risky and speculative. Only investors who can bear the loss of their entire purchase price should purchase the Notes. Payments on each Note depend entirely on the payments, if any, we receive on the corresponding member loan related to that Note. If a borrower member fails to make any payments on the corresponding member loan related to your Note, you will not receive any payments on your Note. The Notes are special, limited obligations of LendingClub only and are not secured by any collateral or guaranteed or insured by any third party. Member loans are unsecured obligations and are not backed by any collateral or guaranteed or insured by any third party, and you must rely on LendingClub and our designated third-party collection agency to pursue collection against any borrower member. Peer-to-peer lending is a new lending method and our platform has a limited operating history. Borrowers may not view or treat their obligations to us as having the same significance as loans from traditional lending sources, such as bank loans and borrower loans may have a higher risk of default than loans of borrowers with similar credit scores to other lenders. The initial maturity date and final maturity date for five year term loans is the same date. As such, you will not receive any payments we may receive after the maturity date. Borrower member credit information may be inaccurate or may not accurately reflect the borrower member s creditworthiness, which may cause you to lose part or all of the purchase price you pay for a Note. Information supplied by borrower members may be inaccurate or intentionally false and should generally not be relied upon. While we take precautions to prevent borrower member identity fraud, it is possible that identity fraud may still occur and adversely affect your ability to receive the principal and interest payments that you expect to receive on those Notes. We do not have significant historical performance data about borrower member performance on LendingClub member loans. Default rates on the member loans may increase. Default rates on the member loans may increase as a result of economic conditions beyond our control and beyond the control of borrower members. If payments on the corresponding member loans relating to the Notes become more than 30 days overdue, it is likely you will not receive the full principal and interest payments that you expect to receive on the Notes due to collection fees and other costs, and you may not recover any of your original purchase price. If you decide to invest through the platform and concentrate your investment in a single Note, your entire return will depend on the performance of a single member loan. In the unlikely event that we receive payments on the corresponding member loans relating to the Notes after the final maturity date, you will not receive payments on the Notes after final maturity. The member loans on which the Notes are dependent do not restrict borrower members from incurring additional unsecured or secured debt, nor do they impose any financial restrictions on borrower members during the term of the member loan, which may impair your ability to receive the full principal and interest payments that you expect to receive on a Note. Member loans do not contain any cross-default or similar provisions. If borrower members default on their debt obligations other than the member loans, the ability to collect on member loans on which the Notes are dependent may be substantially impaired. Borrower members may seek the protection of debtor relief under federal bankruptcy or state insolvency laws, which may result in the nonpayment of the Notes. Federal law entitles borrower members who enter active military service to an interest rate cap and certain other rights that may inhibit the ability to collect on loans and reduce the amount of interest paid on the corresponding Notes. The death of a borrower member may substantially impair your ability to recoup the full purchase price of Notes that are dependent on the member loan to that borrower member or to receive the interest payments that you expect to receive on the Notes. The LendingClub platform allows a borrower member to prepay a member loan at any time without penalty. Borrower member loan prepayments will extinguish or limit your ability to receive additional interest payments on a Note. Prevailing interest rates may change during the term of the member loan on which your Note is dependent. If this occurs, you may receive less value from your purchase of the Note in comparison to other investment opportunities. Additionally, borrower members may prepay their member loans due to changes in interest rates, and you may not be able to redeploy the amounts you receive from prepayments in a way that offers you the return you expected to receive from the Notes. Investor funds in a LendingClub investor account do not earn interest. The Notes will not be listed on any securities exchange, will not be transferable except through the Note Trading Platform by FOLIOfn, and must be held only by LendingClub investors. You should be prepared to hold the Notes you purchase until they mature. The U.S. federal income tax consequences of an investment in the Notes are uncertain. RISKS RELATED TO LENDINGCLUB AND THE LENDINGCLUB PLATFORM We have a limited operating history. As an online company in the early stages of development, we face increased risks, uncertainties, expenses and difficulties. If we are unable to increase transaction volumes, our business and results of operations will be affected adversely. We may need to raise substantial additional capital to fund our operations, and if we fail to obtain additional funding, we may be unable to continue operations. The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed. If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease. We have incurred net losses in the past and expect to incur net losses in the future. If we become insolvent or bankrupt, you may lose your investment. Our substantial senior secured indebtedness could adversely affect our financial performance, ability to finance future operations, and our special, limited obligations in respect of the Notes. We have secured our debt facilities by pledging significant assets to SVB, Gold Hill, Wells Fargo and our other investors and we are not prohibited from incurring additional debt in the Indenture or otherwise. Our arrangements for backup servicing are limited. If we fail to maintain operations, you will experience a delay and increased cost in respect of your expected principal and interest payments on the Notes, and we may be unable to collect and process repayments from borrower members. We rely on third-party banks to disburse member loan proceeds and process member loan payments, and we rely on third-party computer hardware and software. If we are unable to continue utilizing these services, our business and ability to service the member loans on which the Notes are dependent may be adversely affected. If the security of our members confidential information stored in our systems is breached or otherwise subjected to unauthorized access, your secure information may be stolen, our reputation may be harmed, and we may be exposed to liability. Our ability to service the member loans or maintain accurate accounts may be adversely affected by computer viruses, physical or electronic break-ins and similar disruptions. Any significant disruption in service on our website or in our computer systems could reduce the attractiveness of our platform and result in a loss of members. Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business. Our growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan. If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer. It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection. Purchasers of Notes will have no control over LendingClub and will not be able to influence LendingClub corporate matters. RISKS RELATING TO COMPLIANCE AND REGULATION Noncompliance with laws and regulations may impair our ability to arrange or service member loans. We rely on our agreement with WebBank to lend to qualified borrower members on a uniform basis throughout the United States. If our relationship with WebBank were to end, we may need to rely on individual state lending licenses to arrange member loans. As internet commerce develops, federal and state governments may draft and propose new laws to regulate internet commerce, which may negatively affect our business. Financial regulatory reform could result in restrictions, oversight and costs that have an adverse effect on our business. As a public reporting company, we face costly compliance burdens. If we discover a material weaknesses in our internal control over financial reporting which we are unable to remedy, or otherwise fail to maintain effective internal control over financial reporting, our ability to report our financial results on a timely and accurate basis may be adversely affected. We face a contingent liability for potential securities law violations in respect of loans sold to our members from May 2007 until April 7, 2008. This contingent liability may impair our ability to operate our platform and service the member loans that correspond to the Notes.

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1409970--6/29/2010--LendingClub_Corp