Lenme Inc.

Lender Participation Agreement

Last Updated on October 16, 2020

This Lender Participation Agreement (this “Agreement”) is entered into between you and Lenme Inc., a Delaware corporation (the “Lenme”).  Lenme provides a platform (the “Platform”) pursuant to which borrower participants (each, a “Borrower”) may post listings to obtain loans on the terms and conditions set forth in the Platform.  You wish to register to participate on the Platform as a potential lender (“Lender”), review and make offers on listings of loans by one or more Borrowers, and fund any offer accepted by a Borrower without recourse to Lenme.  BY CLICKING “I AGREE,” YOU ARE ELECTRONICALLY SIGNING THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.  By electronically signing this Agreement, you also (a) reaffirm your acceptance of the Terms of Use available on the Platform, (b) consent to our Privacy Policy which is available on the Platform and (c) agree to have any dispute with us resolved by binding arbitration as set forth below.  Please save a copy of this Agreement for your records.  In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

REGISTRATION AS LENDER; OFFERS AND LOANS.  Subject to the terms and conditions in this Agreement, the Terms of Use and Privacy Policy set forth in the Platform and agreements and consents with third-party service providers on the Platform, all of which may be amended from time to time in Lenme’s or such third-party’s sole discretion, Lenme will allow you the opportunity to review and offer on loan listings as a Lender.  In connection with your registration process, you agree to provide (i) true and accurate personal information (including, but not limited to, your name, address, social security number, date of birth, income and asset related information) that we will verify through one or more third-party service providers, and (ii) your deposit account details to facilitate electronic transfers to and from your account (together with any account you establish on the Platform with third-party banks or payment processing intermediaries for funding or repayment of any loans extended by you, the “Lender Account”). 

When you place an offer on a loan listed on the Platform, you agree and acknowledge that the Lender Account will have sufficient funds on deposit in the principal amount of your offer.  You agree and acknowledge that Lenme does not warrant or guarantee that any offer will be accepted or result in a Note (as defined below).  In connection with offers and loans, you further agree that you will not discriminate against any Borrower on the basis of the Borrower’s race, marital status, nationality, gender, age, sexual orientation, source of income, religion or any other basis prohibited under any applicable law, whether federal, state or local, including, without limitation, applicable fair lending laws such as the Equal Credit Opportunity Act and related Regulation B, as amended.  To that end and to protect the privacy rights of both Borrowers and Lenders, the identity and address of any Borrower or Lender shall be confidential and not disclosed to any member on the Platform and in connection with loan listings and offers, whether successful or not.

Upon acceptance of your offer by a Borrower, you (i) may not cancel or withdraw the offer, (ii) may not change any term of the offer, including any principal amount, interest or loan duration set forth in the offer, (iii) agree to enter into the related promissory note generated by the Platform (the “Note”) and (iv) agree to directly fund, to the Borrower’s account, the principal amount set forth in your offer and the Note.  Unless a Borrower refuses to enter into a Note or a listing is removed by Lenme, you will not have access to the funds applied to your offer or be able to use any such funds for offers on other listings.

SERVICING OF LOANS.  Lenme shall be the exclusive processor, administrator and servicer of loans, including pursuit and processing of payments on the Notes, maintenance of records of all funds received by Borrowers and payments received by Lenders pursuant to the related Notes, and any action taken in connection with a default by Borrower on any Note (the “Lenme Services”).  In connection with the Lenme Services, Lenme shall be entitled to receive a service fee equal to the greater of $3.00 or one percent (1%) of the principal amount of the Note (the “Service Fee”), which shall be added to the principal amount set forth in the Note as an obligation of the Borrower.  You agree that Lenme has a right to the Service Fee, and you shall only be entitled the principal amount and interest on the Note [net of such Service Fee].  You also grant Lenme the exclusive right to collect on any Note, and agree that you have no right to, and shall not attempt to, directly or indirectly through any third-party, collect from Borrower on any Note.

NON-RECOURSE PARTICIPATION; BORROWER DEFAULT.  You understand and agree that any and all Notes issued on the Platform are without recourse to Lenme or the Platform, and are for the your own account and risk.  Lenme has made commercially reasonable efforts to authenticate and verify the identity of the Borrower party to the Note.  However, Lenme makes no representation or warranty as to, and shall have no responsibility for:  (i) the value, legality, genuineness, validity, sufficiency, enforceability or collectability of any Note; (iii) any representation or warranty made, or the accuracy, completeness, currentness or sufficiency of any information (or the validity, completeness or adequate disclosure of assumptions underlying any estimates, forecasts or projections contained in such information) provided, directly or indirectly through the Platform; (iv) the performance or observance by the Borrower at any time, whether prior to or after receipt of funds, of any of the provisions of the Note (or any of the Borrower's other obligations in connection therewith); (v) the financial condition of the Borrower; or (vi) except as otherwise expressly provided herein, any other matter relating to the Borrower or any loan listing posted by the Borrower or any related Note.  YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT BORROWER MAY DEFAULT ON HIS OR HER PAYMENT OBLIGATIONS UNDER CORRESPONDING NOTES AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY SUCH NOTES HELD BY YOU.  YOU FURTHER ACKNOWLEDGE THAT YOU ARE PREPARED TO BEAR THE RISK OF LOSS OF ALL AMOUNTS DUE UNDER ANY NOTE HELD BY YOU.

In the event of Borrower fails to make payments, or otherwise defaults, on any Note held by you, the right to pursue the Borrower for related payment obligations under the Note shall belong exclusively to Lenme as part of the Lenme Services.  Lenme shall use its commercially reasonable efforts to collect any and all amounts due and not paid by Borrower, and may at its sole discretion, use one or more third-parties, including collection agencies, in connection with the default by the Borrower.  In the event that Lenme is unsuccessful in its collection activities, there is no guarantee or assurance that Lenme will be able to sell the related Note, or that you will receive any proceeds from the sale of any such Note.  If Lenme receives any notice that a Borrower has filed for protection under federal bankruptcy laws, or has become the subject of an involuntary bankruptcy petition, (i) no further automated bank transfers for loan payments will commence or otherwise be processed, (ii) any and all collection activity will cease, (iii) related Notes will be charged off.  Lenme will forward to Lender any request to file a proof of claim with the bankruptcy court for amounts owed under the Note and will forward any amounts received on the such Note to the Lender net of any fees due to Lenme or any third-party services used by Lenme relating to such Note.  The foregoing collections process shall be the exclusive method of servicing and collecting on defaulted Notes.  In the event that this Agreement or the Note would give, or is interpreted so as to give, the Lender the right to exercise rights under the Note or to commence and prosecute any proceedings to enforce its right to payment of all or any amounts due to Lender, or to directly make any claim in connection therewith, the Lender shall not exercise such right or commence any such proceedings without the prior written consent of Lenme (which shall not be unreasonably withheld), provided that, such consent shall not be required in connection with the Lender's exercise of rights created under this Agreement against Lenme or prosecution of proceedings hereunder against Lenme.

REPRESENTATIONS AND WARRANTIES OF LENDER.  You, as Lender, hereby represent and warrant to and covenant with Lenme that:

1. You are not relying on (and will not at any time rely on) any communication (written or oral) of Lenme or the Platform as investment, tax or legal advice or as a recommendation to offer on any particular loan listing or lend to any Borrower pursuant to any Note, and that neither Lenme nor any of its affiliates is acting or has acted as an advisor to you in deciding to extend loans to any Borrower or accept any Notes for any loan.

2. You understand that no federal or state agency has passed upon the merits or risks of entering into loans on the Platform or made any finding or determination concerning the fairness or advisability of related transactions.

3. You confirm that Lenme has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of extending any loan or otherwise transacting with any Borrower or (ii) made any representation to you regarding the legality of lending on the Platform or accepting any Note under applicable legal, investment or similar laws or regulations.  

4. You have such knowledge, skill and experience in business, financial and investment matters that you are capable of evaluating the merits and risks of lending on the Platform or accepting any Note from any Borrower. With the assistance of your own professional advisors, to the extent that you have deemed appropriate, you have made your own legal, tax, accounting and financial evaluation of the merits and risks of lending on the Platform to any Borrower and the consequences of this Agreement and the Note.  You have considered the suitability of lending on the Platform as an investment in light of your own circumstances and financial condition, you are able to bear the associated risks and you are prepared and agree to hold the Note until maturity.  You understand that the payment on any Note may be significantly less than the principal amount of such Note or, perhaps, not be made at all.

5. You are an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and will be anytime you participate on the Platform, offer to lend to any Borrower and accept any related Note.  You represent and warrant that you are an accredited investor either because (i) you are a natural person with income exceeding $200,000 in each of the two most recent years or joint income with your spouse exceeding $300,000 in each of those years and you reasonably expect to remain at the same income level in the current year, or (ii) you are a natural person who has individual net worth, or joint net worth with your spouse, that exceeds $1 million, excluding the value of, and any indebtedness related to, your primary residence.    

6. You agree to furnish any additional information requested by Lenme or any of its affiliates including, but not limited to, the Accredited Investor Representation Letter attached hereto as Exhibit A, to confirm that you meet the minimum financial suitability standards to be considered an “accredited investor,” and have satisfied any maximum investment limits to assure that you are in compliance with applicable federal and state securities laws in connection with your participation on the Platform.  Any information that has been furnished or that will be furnished by you to evidence your status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.

7. You understand that Lenme does not guarantee or warrant that you will receive any interest or any minimum principal amount on any Note, or any principal or interest at all.  Any amount you may receive is fully and solely dependent on the Borrowers’ ability to pay under the Note.  Lenme is not a guarantor on any Note.  Lenme does not verify any income, employment, ability to pay or any other related information about Borrowers listed on the Platform.  The credit data of any Borrower is provided by one or more third-party credit reporting agencies without independent review or verification by Lenme.  Lenme does not verify how loan proceeds shall be, and in fact are, used.  Lenme’s verification is limited to verifying a Borrower’s deposit account to determine that such Borrower is the holder of record of the account.

8. You agree (i) to not offer on the Platform or extend any loan on behalf of anyone other than yourself; (ii) you are the legal account holder and beneficiary of all Lender Accounts, with sole authority to direct any fund transfer to or from any such account; (iii) you will not participate on the Platform as a borrower so long as any Note is outstanding; (iv) that Lenme has the right, in its sole discretion, with or without cause or notice, to restrict your access to the Platform; (v) you will not have any side arrangement or agreement to receive any incentive, bonus or additional amounts that are not contemplated in the Note; (vi) you will not contact any Borrower without the prior written consent of Lenme; (vii) you will not display any personally identifying information, including, but not limited to, name, address, phone number, email address, social security number, social media account information or driver’s license number, of yourself or any member, Borrower or participant on the Platform; (viii) you will comply with all applicable federal, state and local laws in connection with your participation on the Platform; and (ix) to allow Lenme to verify any information provided by, or related to, you. 

9. You agree that any information or material you display on the Platform will be in compliance with the Lenme Terms of Use and will not (i) infringe on any third party’s intellectual property (including, but not limited to, trademarks, trade secrets, patents, copyrights or other proprietary rights) or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory, libelous, lewd, hateful, violent, pornographic or obscene; and (iv) contain viruses, trojan horses, malware, adware, worms, time bombs, cancelbots or other harmful or phishing programming routine or code.

REPRESENTATIONS AND WARRANTIES OF LENME.  Lenme represents to you that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation; (ii) it has full power to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the making and performance by it of this Agreement have been duly authorized by all necessary action and will not violate any provision of its charter or bylaws (or comparable, constituent documents) or any order of any court, and will not result in the breach of, or constitute a default or require any consent under, any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected; and (iv) this Agreement constitutes a legal, valid and binding obligation of Lenme, enforceable against it in accordance with its terms.

CONFIDENTIALITY. You agree to maintain the confidentiality of (i) the terms related to any offer, loan or related Note, (ii) any non-public information relating to any Borrower or (iii) any other non-public information you obtain on the Platform or from Lenme. Anything in this Agreement to the contrary notwithstanding, Lenme shall not be obligated to disclose to you any information of a confidential nature relating to any Note, the Borrower or the Platform.  Your obligation of confidentiality set forth in this section shall survive termination of this Agreement, regardless of the reason for termination.

INDEMNIFICATION.   In addition to your indemnification obligations set forth in Lenme’s Terms of Use, you agree to indemnify, protect, defend and hold harmless Lenme, its affiliates, subsidiaries and officers, directors, members, shareholders, employees and agents (collectively, the “Lenme Parties”) against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise, (i) resulting from any material breach, by you, of any provision in this Agreement, including but not limited to your obligation to comply with applicable laws; (ii) relating to the contents of your profile on the Platform; (iii) resulting from your acts, omissions and representations (and those of your agents or representatives) relating to the Lenme Parties; or (iv) asserted by third parties against the Lenme Parties alleging that any intellectual property you use, display or link to or advertise on the Platform infringes upon the intellectual property rights of any such third party. Your obligation to indemnify the Lenme Parties shall survive termination of this Agreement, regardless of the reason for termination.

WITHOLDING TAXES.  You represent that you are entitled to receive any payments to be made to it pursuant to any Note without the withholding of any tax and will furnish to Lenme such forms, certifications, statements and other documents as Lenme may request from time to time to evidence the your exemption from the withholding of any tax imposed by any jurisdiction, or to enable Lenme to comply with any applicable laws or regulations relating thereto. In the event that you are subject to U.S. withholding taxes and the Borrower or Lenme is held liable for such withholding taxes, the Lender agrees to reimburse promptly the Borrower or Lenme, as the case may be, for any such amount.

PRIVACY.  Lenme shall not disclose any of your personally identifying information on the Platform; provided, however, Lenme may hold and share your information in accordance with Lenme’s Privacy Policy, which is incorporated into this Agreement by reference.

TERMS OF USE.  You acknowledge your use of the Platform is subject to the Terms of Use, which are incorporated into this Agreement by reference.  You agree to comply with the Terms of Use in connection with your use of the Platform.

AMENDMENT; TERMINATION.  Lenme has the right to amend any term or provision of this Agreement. Lenme will give you notice of material changes to this Agreement.  Lenme may, in its sole discretion, with or without cause, immediately (i) terminate this Agreement by giving you notice as provided below, or (ii) terminate or suspend your right to offer on loan listings or otherwise participate on the Platform immediately and without notice. Any Notes you hold on the Platform prior to the effective date of any such termination by Lenme shall remain in full force and effect in accordance with their terms.

CONSENT TO ELECTRONIC COMMUNICATIONS; NOTICES.  You acknowledge you have agreed to receive electronically all communications, agreements, Notes, documents, notices and disclosures (collectively, "Communications") that are provided in connection with your participation in the Platform, this Agreement, the Lenme Terms of Use and the Lenme Privacy Policy.  You may contact us by emailing us at contactus@lenme.com, by calling us at (844) 890-0890 during the operating hours of 9:00 AM to 5:00 PM Pacific Standard Time, Monday through Friday, or by writing to us at Lenme, Inc., 1111 Broadway Suite 300, Oakland, CA 94607.  All Communications to you given by email to your registered email address, or posted on the Platform, shall be deemed to have been duly given and effective upon transmission or when they were posted. You acknowledge that communications to you may contain sensitive, confidential communications. If your information changes, such as your registered email address, your mailing address or your telephone number, you must immediately update your information on the Platform, or by contacting us as described above.

NO WARRANTIES.  Except as provided in this Agreement, neither party makes any representation or warranty, whether express, implied or statutory.  Lenme and its agents, representatives, officers, directors and employees specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.  

LIMITATION ON LIABILITY.  Our liability, and the liability of any of the Lenme Parties, to you or any third parties in any circumstance, is limited to the actual amount of direct damages.  Furthermore, we make no representation or warranty to you regarding the effect that this Agreement and/or your receipt of amounts paid to you under any Note may have upon your foreign, federal, state or local tax liability.  Under no circumstance shall either party be liable to the other party for any lost profits or special, exemplary, consequential or punitive damages, even if notified of the possibility of such damages.

ENTIRE AGREEMENT.  This Agreement, together with the Lenme’s Terms of Use and Privacy Policy, and any Note between you and a Borrower, shall constitute the sole and entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.  

ASSIGNMENT.  You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent we may give or withhold in its sole discretion.  No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement.  Any purported assignment, delegation, or transfer in violation of this section is void.  Lenme may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent.  This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

THIRD-PARTY BENEFICIARIES.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity (except any Lender that extends you a Loan) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.  You agree that we will be a third-party beneficiary to any Note you receive.

DISPUTES; ARBITRATION; GOVERNING LAW; CLASS ACTION/JURY TRIAL WAIVER.

1. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE ANY DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LENME.  For any dispute or claim with Lenme arising out of or relating to this Agreement (including any alleged breach thereof) or the Platform, you agree to first contact us at contactus@lenme.com and attempt to resolve the dispute with us informally.  In the unlikely event that Lenme has not been able to resolve a dispute it has with you after sixty (60) days, the exclusive means of resolving any dispute shall be BINDING ARBITRATION administered by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.  JAMS may be contacted at www.jamsadr.com.  The arbitration will be conducted in Alameda County, California, unless you and Lenme agree otherwise.  The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Lenme in a small-claims court of competent jurisdiction, though this does not absolve you of your commitment to engage in the informal dispute resolution process.  But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Lenme any class action, class arbitration, or other representative action or proceeding.  

2. If you are using the Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.  If you are an individual using the Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses.

3. By using the Platform in any manner, you agree to the above arbitration agreement.  In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Lenme (except for matters that may be taken to small-claims court).  Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all issues regarding the arbitrability of the dispute.  You are entitled to a fair hearing before the arbitrator.  The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.  For details on the arbitration process, see the JAMS website at www.jamsadr.com.

4. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction.  In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Lenme (except for small-claims court actions) may be commenced only in the federal or state courts located in Alameda County, California.  You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

5. This Agreement, and any dispute between you and Lenme, shall be governed by the laws of the State of California without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.  For the avoidance of doubt, the choice of California governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.

6. Nothing in this section or in this Agreement shall be deemed as preventing Lenme from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

7. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.  THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.  YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LENME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

CUMULATIVE RIGHTS; NO WAIVER.  The rights, powers and remedies of Lenme hereunder are cumulative and in addition to all rights, powers and remedies provided under any and all agreements between you and Lenme relating hereto, at law, in equity or otherwise. Neither any delay nor any omission by Lenme to exercise any right, power or remedy shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or any exercise of any other right, power or remedy.

SEVERABILITY.  If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

HEADINGS.  The captions and headings hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement.

Exhibit A

LENME, INC.

To:

Prospective Participants of the Lenme Platform

Re:

Requirement to Submit an Accredited Investor Representation Letter

Access to the Lenme platform (the "Platform") as a potential lender is limited only to "accredited investors" ("Accredited Investors") as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). The purpose of the attached Accredited Investor Representation Letter (the "Letter") is to collect information from you to determine whether you are an Accredited Investor and otherwise meet the suitability criteria established by Lenme, Inc. (the "Company") for participating in the Platform as a lender.  

As part of verifying your status as an Accredited Investor, you may be asked to submit supporting documentation as described in the Letter. You must fully complete and sign the Letter, and deliver all required supporting documentation, before the Company will consider your participation on the Platform as a lender.  

By submitting the Letter, you agree to provide all required supporting documentation within 15 calendar days after the date that you submit the Letter. 

All of your statements in the Letter and all required supporting documentation delivered by you or on your behalf in connection with the Letter (collectively, the "Lender Information") will be treated confidentially. However, you understand and agree that, upon giving prior notice to you, the Company may present the Lender Information to such parties as it deems appropriate to establish that your participation as a lender and acceptance of any notes on the Platform (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws; provided, however, that the Company need not give prior notice before presenting the Lender Information to its legal, accounting, and financial advisors. 

You understand that the Company will rely on your representations and other statements and documents included in the Lender Information in determining your status as an Accredited Investor, your suitability for lending on the Platform and whether to allow the transfer of funds to any borrower and issuance of a related note from such borrower to you.

The Company reserves the right, in its sole discretion, to verify your status as an Accredited Investor using any other methods that it may deem acceptable from time to time, including the engagement of any third-party verification firm. However, you should not expect that the Company will accept any other such method. The Company may refuse to accept your request for participation on the Platform or entry into a loan arrangement on the Platform for any reason or for no reason.

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ACCREDITED INVESTOR REPRESENTATION LETTER

Lenme, Inc.

Attn: Lenme Participant Compliance Department

contactus@lenme.com

Dear Lenme, Inc.:

I am submitting this Accredited Investor Representation Letter (the "Letter")  to Lenme, Inc. (the "Company"), in connection with my desire to (i) participate in the Company’s platform (the "Platform") as a potential lender to borrowers that have posted loan request listings, and (ii) lend to any borrowers on the Platform on the terms agreed to by such borrower and me, as evidenced by the electronic promissory note generated pursuant to any such agreement and issued to me  (the "Lender") by the borrower (the "Note"). I understand that loans can only be made by, and related Notes held by, accredited investors ("Accredited Investors") as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act").  

I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that:

(You must check box (1) or (2) in Part A.)

I am a NATURAL PERSON and:

Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse exceeded $300,000 in each of those years; 

and

I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse of at least $300,000 this year.

To support the representation in A(1) above:

(You must check box (a), (b) or (c).)

I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income.

My salary or my joint salary with my spouse is publicly available information that has been reported in a document made available by the U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse by name and disclosing the relevant salary information for each of the two most recent years.

In accordance with the procedures described below under the heading "Independent Third-Party Verification," I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse.

Net Worth Test: My individual net worth, or my joint net worth together with my spouse, exceeds $1,000,000.

For these purposes, "net worth" means the excess of: 

• my total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence)

minus

• my total liabilities.

For these purposes, "liabilities": 

• exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but

• include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence. 

I confirm that my total individual liabilities, or my total joint liabilities together with my spouse, do not exceed $________________. I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence.

In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of this Letter, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of any Note. I agree to promptly notify the Company if, between the date of this Letter and the date of any Note, I incur any incremental mortgage or other debt secured by my primary residence. (NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to the date of any Note, you may still be able to accept, and fund against, the Note. However, you must first contact the Company for additional instructions on how to calculate your net worth for purposes of this offering.)

To support the representations in A(2) above:

(You must check box (a) or (b).)

I will deliver to the Company:

(i) Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments, and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse; 

and

(ii) A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse) issued by TransUnion, EquiFax or Experian.

I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of any Note. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth. 

In accordance with the procedures described below under the heading "Independent Third-Party Verification," I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse.

INDEPENDENT THIRD-PARTY VERIFICATION

(NOTE: You should only complete this section if, in Part A(1)(c) or A(2)(b) above, you have agreed to arrange for a third party to deliver written confirmation of your status as an Accredited Investor.)

To verify my status as an Accredited Investor, I hereby request that the Company or its agent contact:

Name: _____________________________________

Firm name: _____________________________________

Email: _____________________________________

Telephone: _____________________________________

Address: _____________________________________

[ ] registered broker-dealer

[ ] SEC-registered investment adviser

[ ] licensed attorney

[ ] certified public accountant

(NOTE: You must check one of the boxes above. If none are applicable, then you may not rely on independent third-party verification and you must instead directly submit to the Company copies of the other supporting documentation described in Part A(1)(a), A(1)(b) or A(2)(a) above.)

I understand that the Company will send to the person or firm named above a third-party verification letter. I have informed the person named above that the Company will contact him or her to verify my status as an Accredited Investor and I hereby authorize the Company and its agents to communicate with the person or firm named above to obtain such verification.  

I understand that I am solely responsible for paying any fees charged by the person or firm named above in connection with verifying my status as an Accredited Investor.

SUPPORTING DOCUMENTATION

Within 15 calendar days after the date that I submit this Letter to the Company, I will deliver to the Company, or arrange to have delivered to the Company on my behalf, all required supporting documentation. 

All supporting documentation must be submitted to the Company either electronically, in PDF form, to contactus@lenme.com or by mail or overnight service to 1111 Broadway Suite 300, Oakland, CA 94607.

I understand that the Company may request additional supporting documentation from me in order to verify my status as an Accredited Investor and I hereby agree to promptly provide any such additional supporting documentation.  

I further understand that, even if I complete and execute this Letter and provide all additional supporting documentation requested by the Company, the Company may in its sole discretion refuse to accept my participation on the Platform for any reason or for no reason.

RELIANCE ON REPRESENTATIONS; INDEMNITY

I understand that the Company and its counsel are relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the "Lender Information"). I agree to indemnify and hold harmless the Company, its directors, officers, shareholders, representatives and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including reasonable attorneys' fees) arising out of or based upon any misstatement or omission in the Lender Information or any failure by me to comply with any covenant or agreement made by me in the Lender Information.

SHARING OF LENDER INFORMATION

I understand and agree that, upon giving prior notice to me, the Company may present the Lender Information to such parties as it deems appropriate to establish that my participation on the Platform and acceptance of any Note (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws; provided, however, that the Company need not give prior notice before presenting the Lender Information to its legal, accounting and financial advisors. 

LENDER'S SIGNATURE AND CONTACT INFORMATION

Date: _______________________________

Name: _______________________________

Signature: _______________________________

Email address: _______________________________

Mailing address: _______________________________

_______________________________

_______________________________

_______________________________

Telephone number: _______________________________

SPOUSE'S SIGNATURE AND CONTACT INFORMATION

(NOTE: The lender’s spouse need only sign this letter if the lender is a natural person proving its accredited investor status based on joint income or joint net worth with the spouse under Part A(1)(a) or Part A(2)(a). A spouse who signs this letter makes all representations set out in this letter, including those relating to joint income or joint net worth, as applicable, on a joint and several basis.)

Date: _______________________________

Name: _______________________________

Signature: _______________________________

Email address: _______________________________

Mailing address: _______________________________

_______________________________

_______________________________

_______________________________

Telephone number: _______________________________