{"id":42525,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/marketing-agreement-dljdirect-inc-and-e-loan-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"marketing-agreement-dljdirect-inc-and-e-loan-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/marketing-agreement-dljdirect-inc-and-e-loan-inc.html","title":{"rendered":"Marketing Agreement &#8211; DLJdirect Inc. and E-Loan Inc."},"content":{"rendered":"<pre>\n                              MARKETING AGREEMENT\n\n         This Marketing Agreement (the \"Agreement\") is made as of September 4,\n1998 by and between DLJDIRECT Inc., a Delaware corporation with an address at\nOne Pershing Plaza, Jersey City, NJ 07399 (\"DLJdirect\"), and E-LOAN, INC., a\nCalifornia corporation with an address at 540 University Avenue, Palo Alto,\nCalifornia 94301 (\"E-Loan\"), for the purpose of defining the terms and\nconditions for providing loan services and hypertext links from the DLJdirect\nWeb site to the E-Loan Web site.\n\n         Whereas DLJdirect and E-Loan intend to enter into an arrangement to\noffer DLJdirect customers access to E-Loan content and services:\n\n         1. LOAN CENTER.\n\n                  1.1 LOAN CENTER. E-Loan will create a \"Loan Center,\" an\ninternet site accessible by DLJdirect customers and the general public, for\nDLJdirect that will have the DLJdirect \"look and feel,\" including the current\nDLJdirect navigation header, with a graphical reference to E-Loan. The Loan\nCenter will contain various hypertext links to mortgage tools, services, and\narticles provided by E-Loan and shall enable customers of DLJdirect to, at a\nminimum, (a) search for rates for mortgages, second mortgages, home equity\nloans, and refinancings (collectively, \"Loan Products\") from a variety of\nlenders; (b) apply online for a Loan Product; and (c) prequalify for a Loan\nProduct. All hypertext links from the Loan Center shall be subject to the prior\nwritten approval of DLJdirect. All tools, services and articles will have an\nE-Loan\/DLJdirect co-branded header (\"Co-Branded Pages\"), and use the current\nDLJdirect navigation header and E-Loan sidebar and footer. Both parties shall\nagree to the \"look and feel\" of the Loan Center.\n\n                  1.2 NUMBER OF LENDERS. E-Loan shall guarantee that for the\nduration of the Agreement it will maintain a relationship with at least [*] \nlenders that are eligible to offer Loan Products to DLJdirect customers in the\nLoan Center. DLJdirect shall have the right to exclude certain lenders from the\nLoan Center for any reason.\n\n                  1.3 MORTGAGE LICENSES. E-Loan shall take steps necessary at\nits own cost and expense to become licensed in at least [*] states [*]\nby the end of 1998 and in [*] states and [*] by the end of June, 1999 as\na mortgage broker and as a mortgage bank. E-Loan represents that it will not\noffer or process mortgage loans in states where it is not licensed or authorized\nto do so. Further, E-Loan represents that the establishment of the Loan Center\nand the anticipated compensation of DLJdirect hereunder does not constitute\nmortgage brokerage by DLJdirect (provided that appropriate disclosures are made\non the Loan Center).\n\n                  1.4 COMPLIANCE WITH CONSUMER LAW AND REGULATION. With regard\nto both E-Loan's activities in general and, in particular, in its handling of\neach application for each Loan Product, E-Loan shall comply with all State,\nFederal and local laws, rules and regulations, including but not limited to:\n(i) the Federal Truth in Lending Act, as amended (\"TILA\"), and Federal Reserve\nRegulation Z thereunder; (ii) the Federal Equal Credit Opportunity Act (\"ECOA\")\nand Federal Reserve Regulation B thereunder; (iii) the Federal Fair Credit\nReporting \n\n\n----------\n*Confidential treatment requested pursuant to a request for confidential \n treatment filed with the Securities and Exchange Commission. Omitted portions \n have been filed separately with the Commission.\n\n\nAct; (iv) the Federal Real Estate Settlement Procedures Act as amended (RESPA),\nand Regulation X thereunder; (v) the Home Mortgage Disclosure Act and\nRegulation C thereunder; (vi) the Fair Housing Act; and (vii) the National\nAffordable Housing Act. In connection with ECOA and Regulation B, E-Loan agrees\nthat it will not discourage or pre-screen any applicant or in any other manner\nviolate the Act and Regulation. Further, E-Loan or its agents, or, if\napplicable, the originating lender shall be responsible for timely providing\nall consumer compliance disclosures (such as Good Faith Estimates of Settlement\nServices; HUD-1 Settlement Statements; ECOA adverse action notifications; TILA\ndisclosures) required by the foregoing laws and regulations. E-Loan shall\nmaintain, available for DLJdirect's inspection, and shall deliver to DLJdirect\nupon demand, evidence of compliance with all such requirements.\n\n         2. LOAN COLLATERALIZED BY SECURITIES ACCOUNT. E-Loan and DLJdirect\nwill develop a loan product (\"Loan Collateralized By Securities Account\" or\n\"LCBSA\") that allows customers of DLJdirect to use their DLJdirect account as\ncollateral for a home mortgage. E-Loan agrees not to offer or announce its\nintention to offer a similar product to the customers of any other financial\nservices company until [*]. E-Loan shall not preclude any other Loan Center\nlenders from originating loans collateralized by DLJdirect securities accounts\nthrough the Loan Center, which lenders have been approved in writing by\nDLJdirect to do so. If, for any reason, a separate written agreement is not\nexecuted by the parties regarding the terms of the LCBSA on or before [*] either\nparty may, at its option, terminate all obligations under this Paragraph 2. In\nsuch event, either party may enter into agreements with other parties to develop\nand market LCBSA products. All other provisions of this Agreement shall continue\nunchanged in the event either party elects to terminate all obligations of\nParagraph 2.\n\n         3. DEBT TRACKER. At DLJdirect's request, E-Loan will work with\nDLJdirect to integrate E-Loan's Debt Tracker service into DLJdirect's Web site,\nwhich will allow DLJdirect customers and visitors to the DLJdirect site to\nmonitor their mortgages. DLJdirect reserves the right not to offer Debt Tracker\nto all or some of its customers\/visitors.\n\n         4. MARKETING FEES.\n\n                  4.1 MARKETING FEES. E-Loan will pay a marketing fee to\nDLJdirect the greater of (i) [*] per month or (ii) [*] per click-through from\nthe Loan Center to any of the links to E-Loan services (excluding links to\narticles or calculators). Upon the delivery of a written opinion of counsel\nacceptable to, and in form and substance satisfactory to DLJdirect, to the\neffect that RESPA and other applicable laws permit payment on a per completed\nloan application or closed loan basis, the marketing fee payment to DLJdirect\nwith respect to all loans sourced or originated by E-Loan in connection with the\n\"Co-Branded Pages\" shall be not less than [*] per completed application or [*]\nper closed loan, whichever is greater (and not on the basis set forth in the\npreceding sentence). This fee structure will be re-negotiated by the parties in\ngood faith if DLJdirect or its affiliates becomes a licensed mortgage broker or\nlicensed mortgage banker.\n\n                  4.2 PAYMENT. Payment on a click-through basis shall be made\nno more than thirty (30) days after the last day of each calendar month. E-Loan\nwill issue DLJdirect a user code, \n\n\n----------\n*Confidential treatment requested pursuant to a request for confidential \n treatment filed with the Securities and Exchange Commission. Omitted portions \n have been filed separately with the Commission.\n\n\n                                      -2-\n\n\nwhich must be used by DLJdirect to allow E-Loan to monitor traffic coming from\nthe Loan Center. When and if payment is ever made on a per completed\napplication or on a per closed loan basis, payment shall be made no more than\nsixty (60) days after the last day of each calendar month.\n\n                  4.3 MARKETING. In return for the marketing fees, DLJdirect\nshall:\n\n                           (a) Issue a joint press release with E-Loan which\nshall be mutually agreed upon by both parties.\n\n                           (b) Announce the Loan Center in its quarterly\nnewsletter to customers, IQ.\n\n                           (c) Announce the Loan Center in a statement message.\n\n                           (d) Establish a link to the Loan Center from within\nat least one (1) of the six (6) main sections of the DLJdirect site (currently\nMarket Monitor).\n\n                           (e) Include the Loan Center in its marketplace area,\nwhen such area becomes available on its site, but not later than November 30,\n1998.\n\n                           (f) Refer to the Loan Center in the \"Awards and\nAnnouncements\" section of its home page under the heading \"DLJdirect Facts.\"\n\n                           (g) Refer to the Loan Center in the \"Common\nQuestions\" section of its home page.\n\n                  4.4 HOME EQUITY LINE OF CREDIT. E-Loan shall offer customers\nof DLJdirect, who apply for and obtain a first mortgage loan through the Loan\nCenter, a Home Equity Line of Credit (\"HELOC\"), which must close concurrently\nwith the first mortgage loan. E-Loan will charge no additional fees for the\nHELOC and E-Loan will credit DLJdirect customers [*] for closing both the first\nmortgage loan and the HELOC. The [*] will be credited to DLJdirect customers at\nthe time of closing. E-LOAN agrees not to offer this product to customers of any\nother company until November 1, 1998.\n\n         5. WARRANTS. In consideration of DLJdirect entering into this\nAgreement, E-Loan shall issue to DLJdirect warrants to purchase $500,000 of\nE-Loan stock per the Warrant Purchase Agreement (\"Purchase Agreement\") dated\nSeptember 4, 1998 and the Warrant to Purchase Preferred Stock of E-Loan\n(\"Warrant to Purchase Preferred Stock\") dated September 4, 1998, both of which\nare attached hereto. Any warrants that have become exercisable pursuant to the\nWarrant to Purchase Preferred Stock shall be deemed vested and non-forfeitable.\n\n         6. DONALDSON, LUFKIN &amp; JENRETTE (DLJ). With respect to residential\nmortgage loans sourced or originated by E-Loan in connection with the\n\"Co-Branded Pages\" and utilizing DLJ's posted price, E-Loan shall sell such\nloans to DLJ Mortgage Capital, Inc. (or another DLJ company, at the direction\nof DLJdirect), provided the mutually agreed upon underwriting guidelines have\nbeen satisfied.\n\n\n----------\n*Confidential treatment requested pursuant to a request for confidential \n treatment filed with the Securities and Exchange Commission. Omitted portions \n have been filed separately with the Commission.\n\n\n                                      -3-\n\n\n         7. USAGE INFORMATION. E-Loan will monitor user traffic coming from the\nLoan Center and provide DLJdirect with a report of this information on a\nmonthly basis. DLJdirect shall provide E-Loan with a monthly report of the\nnumber of page views for any page on its site which links to the Loan Center.\n\n         8. LICENSE.\n\n                  8.1 LICENSE OF MARKS. DLJdirect and E-Loan each grants to the\nother during the term of this Agreement a non-exclusive, non-transferable,\nroyalty-free, worldwide license to use those of its trademarks, service marks,\ntrade names, legal or other commercial or product designations (collectively,\n\"Marks\") on the other's Web site solely in connection with the object of this\nAgreement, including but not limited to inclusion in hypertext links,\nmarketing, promotion, inclusion in content directories or indexes, and in\nelectronic or print advertising, publicity materials, press releases,\nnewsletters, and mailings, subject to the prior written approval by the\nlicensing party of each individual use of that party's Mark(s).\n\n                  8.2 LICENSE OF OTHER PROPRIETARY INTELLECTUAL PROPERTY\nMATERIALS. DLJdirect and E-Loan each grants to the other during the term of\nthis Agreement a non-exclusive, non-transferable, royalty-free, worldwide\nlicense to use any and all other proprietary materials, whether protected under\ncopyright, patent, trade secret or other law (collectively, \"IP Materials\") on\nthe other's Web site solely in connection with the object of this Agreement,\nincluding but not limited to inclusion in Web content pages, marketing,\npromotion, inclusion in content directories or indexes, and in electronic or\nprint advertising, publicity materials, press releases, newsletters, and\nmailings, subject to the prior written approval by the licensing party of the\nfirst use of each piece of IP Material and the right of that party to terminate\nthe use of that IP Material upon thirty (30) days written notice.\n\n                  8.3 PROVIDED IN GOOD FAITH. Both parties represent and\nwarrant that their respective Web sites, their Marks, and their IP Materials,\nas well as all products or services available either through their respective\nWeb sites or otherwise are provided in good faith, in compliance with\napplicable law and current business practices and do not violate the terms of\nany agreements with third parties.\n\n                  8.4 REMOVAL OF MARKS. DLJdirect may, upon written request of\nE-Loan or on its own initiative, remove the E-Loan Marks and all other\nreferences to E-Loan from its site.\n\n         9. CONTENT. Subject to Paragraphs 1.1 and 10, E-Loan shall give prior\nnotice to DLJdirect in the event that it intends to materially alter the\nessential nature of its Internet site such that it materially affects the\ncontent being provided therein.\n\n         10. ADVERTISING. E-Loan shall not display advertisements of any type\nor references to third parties on the Loan Center or on the Co-Branded Pages or\non any of the links from the Loan Center without the prior written consent of\nDLJdirect. DLJdirect shall not display advertisements of any type on any pages\nwhich display the E-Loan Marks without the written approval of E-Loan, except\nthat DLJdirect may display links to other content providers and that this shall\nnot prevent DLJdirect from linking to the Loan Center from the marketplace\nsection of its site.\n\n\n\n\n\n\n                                      -4-\n\n\n         11. EXCLUSIVITY. E-Loan will be the exclusive content provider of home\nmortgage comparison services to DLJdirect during the first year of this\nAgreement. This does not limit DLJdirect from selling advertising to other\nsingle source mortgage providers (e.g. banks) on all pages of the DLJdirect Web\nsite other than the Loan Center or the Co-Branded pages. Exclusivity will only\nbe extended during the second year of the term if DLJdirect elects to receive\nthe second installment of warrants as specified in the Warrant to Purchase\nPreferred Stock. Exclusivity shall not apply to the provision of the LCBSA\ndescribed in Paragraph 2 in the event either party terminates the obligations\nset forth in Paragraph 2.\n\n         12. INTELLECTUAL PROPERTY RIGHTS. Each party represents and warrants\nthat it owns all right, title and interest or, to the extent not owned, has all\nnecessary rights to use all materials owned by any third party which are used\nin its online service or Web site, and in its Marks and its IP Materials, and\nthat the use thereof shall not violate any U.S. patent, copyright, intellectual\nproperty, contractual or other right of any third party.\n\n         13. BENEFITS ON THIRD PARTIES. Nothing in this agreement shall be\nconstrued to confer benefits on third parties, including but not limited to the\ncustomers of DLJdirect or E-Loan and\/or users of or visitors to the E-Loan Web\nsite.\n\n         14. AUDIT. Either party may, at its own expense, upon reasonable\nnotice and during normal business hours, no more than once annually, inspect\nand audit the other party's records directly relating to the terms of this\nAgreement. Such audits shall be conducted by an independent certified public\naccountant at the cost of the requesting party and shall be limited in scope to\na period of twelve (12) months prior to the month in which the audit commences,\nbut not to include any period of time prior to the commencement of this\nAgreement.\n\n         15. INDEMNIFICATION. Each party (indemnitor) shall indemnify and hold\nharmless the other (indemnitee) from and against any losses or damages\n(including reasonable attorneys' fees and disbursements) suffered by the\nindemnitee arising from any and all claims, suits, actions or causes of action\nseeking damages for losses caused by the actions or omissions of the\nindemnitor, including without limitation any breach of any warranty made by the\nindemnitor in this Agreement, except to the extent that such claims, suits,\nactions or causes of action relate to the negligence or willful misconduct of\nthe indemnitee. E-Loan shall indemnify DLJdirect from all costs and expenses\n(including attorneys and other experts) of any mortgage regulatory inquiry that\nmay be initiated relating to this Agreement. DLJdirect shall indemnify E-Loan\nfrom all costs and expenses (including fees and disbursements of attorneys and\nother experts) of any regulatory inquiry related to a securities transaction in\na customer's DLJdirect account that may be initiated relating to this\nAgreement. Further, E-Loan shall indemnify DLJdirect from all costs and\nexpenses (including attorneys, other experts and any related court costs)\narising from E-Loan's failure to comply with the consumer appliance laws and\nregulations set forth in Paragraph 1.4 of this Agreement, and in particular,\nfor failure to timely provide all of the disclosures required by such laws and\nregulations.\n\n\n\n\n\n                                      -5-\n\n\n         16. NOTIFICATION. Each party shall notify the other as soon as\npracticable in the event that it receives a complaint, claim or regulatory\ninquiry concerning the other or becomes aware of any misuse of or\nmisrepresentation concerning Marks, IP Material, Confidential Information, or\nservices of the other party.\n\n         17. DISCLAIMER OF WARRANTIES. Both parties shall provide all services\nhereunder \"AS IS\" and without any warranty of any kind. E-Loan does not\nguarantee continuous or uninterrupted display or distribution of the Co-Branded\nPages and DLJdirect does not guarantee continuous or uninterrupted operation of\nits Web site. In the event of interruption of display or distribution of the\nLoan Center or of the Co-Branded Pages or of DLJdirect's Web site, the affected\nparty's sole obligation shall be to restore service as soon as reasonably\npossible.\n\n         18. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE\nFOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT\nNOT LIMITED TO, SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR\nFROM NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS OR LOSS\nOF USE THEREOF, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN\nCONNECTION WITH THIS AGREEMENT.\n\n         19. TERM AND TERMINATION.\n\n                  19.1 TERM. The initial term of this Agreement shall be for\n[*] years and this Agreement shall automatically renew for one (1) year periods\nthereafter unless and until terminated by written notice from one party to the\nother given not less than sixty (60) days prior to the beginning of the next one\n(1) year period. The following Paragraphs shall survive the termination of this\nAgreement: 15; 18; 19; 21; 22; 23; and 26.\n\n                  19.2 TERMINATION FOR BREACH. Except as expressly provided\nelsewhere in this Agreement, either party may terminate this Agreement at any\ntime in the event of a breach of the Agreement by the other party which remains\nuncured after thirty (30) days written notice thereof to the other party (or\nsuch shorter period as may be specified elsewhere in this Agreement); provided\nthat the cure period with respect to any scheduled payment will be fifteen (15)\ndays following the due date.\n\n                  19.3 TERMINATION FOR BANKRUPTCY\/INSOLVENCY. Either party may\nterminate this Agreement immediately following written notice to the other\nparty if the other party (i) abandons its business in the normal course; (ii)\nbecomes or is declared insolvent or bankrupt; (iii) is the subject of any\nproceeding related to its liquidation or insolvency (whether voluntary or\ninvoluntary) which is not dismissed within ninety (90) calendar days; or (iv)\nmakes an assignment for the benefit of creditors.\n\n                  19.4 TERMINATION ON CHANGE OF CONTROL. In the event of a\nchange of control of DLJdirect resulting in control of DLJdirect by an\ninteractive mortgage comparison service company, E-Loan may terminate this\nAgreement by providing thirty (30) days prior written notice of such intent to\nterminate. In the event of a change of control of E-Loan resulting in control\nof E-Loan by an online brokerage service or other securities firm, DLJdirect\nmay \n\n\n----------\n*Confidential treatment requested pursuant to a request for confidential \n treatment filed with the Securities and Exchange Commission. Omitted portions \n have been filed separately with the Commission.\n\n\n                                      -6-\n\n\nterminate this Agreement by providing thirty (30) days prior written notice of\nsuch intent to terminate. A change of control shall be defined as ownership of\nmore than 50% of the applicable company by a different entity than the owner as\nof the date of this Agreement.\n\n                  19.5 TERMINATION ON ACQUISITION OF COMPETITOR. In the event\nE-Loan acquires ownership or control of a provider of securities brokerage\nservices or establishes its own offering of securities brokerage services, then\nDLJdirect may terminate this Agreement by providing thirty (30) days prior\nwritten notice of such intent to terminate. In the event DLJdirect acquires\nownership and control of an interactive mortgage comparison service or\nestablishes its own interactive mortgage comparison service, then E-Loan may\nterminate this Agreement by providing thirty (30) days prior written notice of\nsuch intent to terminate.\n\n         20. ARBITRATION. All disputes, claims or controversies arising out of\nthis Agreement shall be exclusively settled in accordance with the rules of\narbitration of the National Association of Securities Dealers Regulation, Inc.\nwhose decision shall be final and binding upon the parties. The parties further\nagree that the arbitrators shall have the power to grant injunctive relief.\nEach party shall bear its own cost and expense of the arbitration. The decision\nof the arbitrators may be enforced in a court of competent jurisdiction in New\nYork City. The location for all arbitration hearings shall be in New York City.\n\n         21. CONFIDENTIAL INFORMATION. Each party acknowledges that during the\nterm of this Agreement such party may come into possession of Confidential\nInformation of the other party. For the purposes of this Agreement,\n\"Confidential Information\" means any information which the party disclosing the\ninformation (the \"Discloser\") designated as confidential or which the party\nreceiving the information (the \"Receiver\") knows or has reason to know is\nconfidential to the Discloser. Without limitation on the foregoing,\nConfidential Information includes: the terms of this Agreement, the E-Loan\nserver logs and all information contained therein, all information provided by\nusers to E-Loan in connection with the use of the Co-Branded Pages, the\nCo-Branded Pages specifications, code for the Co-Branded Pages and the company\ncontent. Confidential Information does not include information which is (a)\nalready known by the Receiver at time of disclosure; (b) is or becomes, through\nno act or fault of the Receiver, publicly known; (c) received by the Receiver\nfrom a third party without a restriction on disclosure or use; (d)\nindependently developed by the Receiver without reference to Discloser's\nConfidential Information; or (e) required to be disclosed by a court or\ngovernmental agency pursuant to a statute, regulation, or valid order.\n\n         22. GOVERNING LAW. This Agreement will be governed and construed in\naccordance with the laws of the State of New York without giving effect to\nprinciples of conflict of laws.\n\n         23. ENTIRE AGREEMENT. This Agreement sets forth the entire\nunderstanding and agreement of the parties and supersedes any and all oral or\nwritten agreements or understandings between the parties as to the subject\nmatter of this Agreement. This Agreement may only be amended in a writing\njointly executed by both parties hereto.\n\n         24. ASSIGNMENT. This Agreement is not assignable by either party\nwithout the written consent of the other party except that either party may\nassign this Agreement in full to the \n\n\n\n\n\n                                      -7-\n\n\nsurviving entity in a merger or acquisition or to a purchaser of more than 50%\nof its assets, but subject to Paragraph 19.4. Subject to the foregoing, this\nAgreement shall be binding upon and shall inure to the benefit of the\nsuccessors and permitted assigns of the parties.\n\n         25. YEAR 2000 WARRANTY. E-Loan represents and warrants that its\nproprietary technology, system and processes (\"Software\") will record, store,\nprocess, calculate, and present calendar dates falling on or after (and if\napplicable, spans of time including) January 1, 2000, in the same manner, and\nwith the same functionality, data integrity and performance, as the Software\nrecords, stores, processes, calculates and presents calendar dates on or before\nDecember 31, 1999 (\"2000 Compliant\"). E-Loan represents that the Software (i)\nwill lose no functionality with respect to the introduction of records\ncontaining dates falling on or after January 1, 2000; and (ii) will function\nwith other software used by DLJdirect and\/or Pershing (\"Other Software\") which\nmay deliver records to the Software or receive records from Software, or\ninteract with the Software, including but not limited to back-up and archived\ndata, except to the extent that Other Software is not 2000 Compliant.\n\n         26. GENERAL. If any provision of this Agreement is held to be invalid\nor unenforceable for any reason, the remaining provisions will continue in full\nforce without being impaired or invalidated in any way. The parties of this\nAgreement are independent contractors, and no agency, partnership, joint\nventure or employee-employer relationship is intended or created by this\nAgreement.\n\n\n\nDLJDIRECT INC.:                              E-LOAN, INC.:\n\n                                              \nBy: \/s\/ Lia Hecht                            By: \/s\/ Doug Galen\n    --------------------------------            ------------------------------------\n        Lia Hecht                                 Douglas Galen\n        Vice President                            Vice President of Sales &amp; Business\n                                                  Development\n\nDate:                                        Date:\n    --------------------------------              ----------------------------------\n\n\n\n                                      -8-\n\n                           WARRANT PURCHASE AGREEMENT\n\n\n\n         THIS WARRANT PURCHASE AGREEMENT (\"Agreement\") is made as of the 4th\nday of September, 1998, by and among E-Loan, Inc., a California corporation\n(the \"Company\"), and DLJdirect, a Delaware corporation (\"DLJdirect\" or the\n\"Holder\").\n\n                                   RECITALS:\n\n         WHEREAS, pursuant to the terms of the Marketing Agreement, by and\nbetween the Company and DLJdirect, dated September 4, 1998 (the \"Marketing\nAgreement\"), and in consideration thereof, the Company desires to issue a\nWarrant (as hereafter defined) to DLJdirect, and DLJdirect wishes to receive a\nWarrant, to purchase that number of shares of the Company's Series D Preferred\nStock (\"Series D Preferred Stock\") as determined in this Agreement and in the\nWarrant;\n\n         WHEREAS, the parties also wish to set forth certain representations,\nwarranties, covenants, and agreements relating to the purchase of the Warrant\nprovided for herein.\n\n         NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:\n\n         1. Authorization and Issuance of the Warrant.\n\n                  1.1 Authorization. The Company has authorized the sale and\nissuance of the Warrant to DLJdirect.\n\n                  1.2 Sale and Issuance of the Warrant. Subject to the terms\nand conditions hereof, the Company agrees to issue to the Holder a Warrant\nexercisable, at a price per share equal to $9.27, for that number of shares of\nSeries D Preferred Stock as calculated in accordance with Section 1 of the\nWarrant, the form of which is attached hereto as Exhibit A (the \"Warrant\").\n\n         2. Closing.\n\n                  2.1 Closing; Closing Date. The closing of the issuance of the\nWarrant under this Agreement (the \"Closing\") shall take place on the date of\nthis Agreement (the \"Closing Date\"), in accordance with arrangements mutually\nsatisfactory to the Holder and counsel for the Company.\n\n                  2.2 Closing Delivery. At the Closing, the Company will\ndeliver to the Holder a Warrant to purchase that number of shares of Series D\nPreferred Stock as set forth in Section 1.2 hereto.\n\n         3. Market Stand-Off. The Holder hereby agrees that the Holder shall be\nbound by the following market stand-off requirements with respect to the Series\nD Preferred Stock obtained upon exercise of the Warrant, and the Common Stock\nobtained upon conversion of the Series D Preferred Stock, or any securities\nissued in exchange or replacement thereof (any of the foregoing, and\ncollectively, the \"Warrant Shares\"):\n\n\n\n\n\nThe Holder hereby agrees that, during a period not to exceed 180 days,\nfollowing the effective date of a registration statement of the Company filed\nunder the Securities Act of 1933, as amended (the \"Act\"), it shall not, to the\nextent requested by the Company and the representative(s) of the underwriters\nin connection therewith, directly or indirectly sell, offer to sell, contract\nto sell (including, without limitation, any short sale), grant any option to\npurchase or otherwise transfer or dispose of (other than to donees who agree to\nbe similarly bound) any Warrant Shares of the Company held by it at any time\nduring such period except Common Stock included in such registration; provided,\nhowever, that:\n\n                  3.1 Such agreement shall be applicable only to the first such\nregistration statement of the Company which covers Common Stock (or other\nsecurities) to be sold on its behalf to the public in an underwritten offering;\nand\n\n                  3.2 all officers and directors of the Company enter into\nsimilar agreements.\n\nIn order to enforce the foregoing covenant, the Company may impose\nstop-transfer instructions with respect to the Warrant Shares until the end of\nany applicable restricted period.\n\n         4. Representations And Warranties of the Company.\n\n                  4.1 Authorization. Subject to necessary corporate action to\ndesignate and authorize a sufficient number of Warrant Shares to affect the\nexercise of the Warrant, all corporate action on the part of the Company, its\nofficers, directors, and shareholders necessary for the authorization,\nexecution, and delivery of this Agreement, the performance of all the Company's\nobligations hereunder and for the authorization, issuance, sale, and delivery\nof the Warrant and the Warrant Shares has been taken or will be taken prior to\nthe Closing.\n\n                  4.2 Validity of Warrant and Warrant Shares. The Warrant, when\nissued in accordance with the terms of this Agreement, shall be duly and\nvalidly issued. The issuance of the Warrant and any subsequent issuance of the\nWarrant Shares are not and will not be subject to any preemptive rights and,\nwhen issued, sold, and delivered in compliance with the provisions of this\nAgreement and the terms of the Warrant and in accordance with the Company's\nArticles of Incorporation, as amended or restated, the Warrant and the Warrant\nShares will be validly issued, fully paid, and nonassessable, and will be free\nof any liens or encumbrances; provided, however, that the Warrant and the\nWarrant Shares may be subject to restrictions on transfer under state and\/or\nfederal securities laws as set forth herein or as otherwise required by such\nlaws at the time a transfer is proposed.\n\n                  4.3 Governmental Consents. All consents, approvals, orders,\nor authorizations of, or registrations, qualifications, designations,\ndeclarations, or filings with, any governmental authority, required on the part\nof the Company in connection with the valid execution and delivery of this\nAgreement, the offer, sale, or issuance of the Warrant and the Warrant Shares,\nor the consummation of any other transaction contemplated hereby shall have\nbeen obtained and will be effective at the Closing, except (i) for necessary\ncorporate action to designate and authorize a sufficient number of Warrant\nShares to affect the exercise of the Warrant and (ii) for notices required\n\n\n\n\n\n                                      -2-\n\n\nor permitted to be filed with certain state and federal securities commissions,\nwhich notices will be filed on a timely basis.\n\n         5. Representations and Warranties of the Holder. The Holder hereby\nrepresents and warrants to the Company as follows:\n\n                  5.1 Legal Authority. It has the requisite legal power to\nenter into this Agreement, to purchase the Warrant hereunder and to carry out\nand perform its obligations under the terms of this Agreement.\n\n                  5.2 Due Execution. This Agreement has been duly authorized,\nexecuted, and delivered by it, and, upon execution and delivery by the Company,\nthis Agreement will be a valid and binding agreement of it.\n\n                  5.3 Investment Representations.\n\n                           (a) It is acquiring the Warrant for its own account,\nnot as nominee or agent, for investment and not with a view to, or for resale\nin connection with, any distribution or public offering of the Warrant or\nWarrant Shares within the meaning of the Securities Act of 1933, as amended\n(the \"1933 Act\").\n\n                           (b) It understands that (i) the Warrant and Warrant\nShares have not been registered under the 1933 Act by reason of a specific\nexemption therefrom, that they must be held by it indefinitely, and that Holder\nmust, therefore, bear the economic risk of such investment indefinitely, unless\na subsequent disposition thereof is registered under the 1933 Act or is exempt\nfrom such registration; and (ii) the Warrant and each certificate representing\nthe Warrant Shares will be endorsed with the following legend:\n\n         \"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n         1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE PLEDGED OR HYPOTHECATED\n         IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE\n         SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL (WHO MAY BE COUNSEL\n         TO THE COMPANY) SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS\n         NOT REQUIRED.\"\n\n                           (c) It has been furnished with such materials and\nhas been given access to such information relating to the Company as it or its\nqualified representative has requested and it has been afforded the opportunity\nto ask questions regarding the Company and the Warrant and the Warrant Shares,\nall as it has found necessary to make an informed investment decision.\n\n                           (d) By reason of its business or financial\nexperience, or the business or financial experience of its professional\nadvisor, it has the capacity to protect its own interests in connection with\nthis transaction.\n\n\n\n\n                                      -3-\n\n\n                           (e) If it is a corporation, partnership, trust, or\nother entity, it was not formed for the specific purpose of acquiring the\nWarrant or the Warrant Shares offered hereunder.\n\n                           (f) It is an \"accredited investor\" as provided under\nthe 1933 Act and regulations adopted thereunder; and all information supplied\nby such Holder to the Company with respect to his or its purchase of the\nWarrant and the Warrant Shares has been and shall be true, complete, and\naccurate.\n\n         6. Miscellaneous.\n\n                  6.1 California Corporate Securities Law. THE SALE OF THE\nSECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH\nTHE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF\nSUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR\nSUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF\nSECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE\nCALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE\nEXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE\nIS SO EXEMPT.\n\n                  6.2 Governing Law. This Agreement shall be governed by and\nconstrued under the laws of the State of California as applied to agreements\namong California residents, made and to be performed entirely within the State\nof California.\n\n                  6.3 Successors and Assigns. Except as otherwise expressly\nprovided herein, the terms and conditions of this Agreement shall inure to the\nbenefit of, and be binding upon, the successors, assigns, heirs, executors, and\nadministrators of the parties hereto.\n\n                  6.4 Entire Agreement. This Agreement, the Marketing Agreement\nand the Exhibit hereto, and the other documents delivered pursuant hereto\nconstitute the full and entire understanding and agreement among the parties\nwith regard to the subjects hereof and no party shall be liable or bound to any\nother party in any manner by any representations, warranties, covenants, or\nagreements except as specifically set forth herein or therein.\n\n                  6.5 Separability. In case any provision of this Agreement\nshall be invalid, illegal, or unenforceable, the validity, legality, and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n                  6.6 Amendment and Waiver. Any term of this Agreement may be\namended and the observance of any term of this Agreement may be waived with the\nwritten consent of the Company and the Holder.\n\n\n\n                                      -4-\n\n\n\n                  6.7 Communications. All notices or other communications\nhereunder shall be in writing and shall be given by personal delivery,\nconfirmed facsimile, overnight courier service, or by registered or certified\nmail (postage prepaid and return receipt requested) addressed as set forth\nbelow (or at such other address as a party may designate by notice to the other\nparties):\n\n                  If to the Company:\n\n                  E-LOAN, INC.\n                  540 University Ave #350\n                  Palo Alto, CA 94301\n\n                  If to the Holder:\n\n                  At the address indicated for the Holder on the signature\n                  pages hereof\n\nNotice sent pursuant to or required by this Agreement shall be deemed given (i)\nin the case of personal delivery, on the date of such delivery, (ii) in the\ncase of telex or facsimile transmission, on the date on which the sender\nreceives confirmation by telex or facsimile transmission that such notice was\nreceived by the addressee, provided that a copy of such transmission is\nadditionally sent by overnight air courier or mail as set forth in (iii) or\n(iv), respectively, below; (iii) in the case of overnight air courier, on the\nnext business day following the day sent, with receipt confirmed by the\ncourier; and (iv) in the case of mailing by first class certified or registered\nmail, postage prepaid, return receipt requested, on the fifth business day\nfollowing such mailing.\n\n                  6.8 Expenses. The Company and the Holder shall each bear its\nrespective expenses and legal fees incurred with respect to this Agreement and\nthe transactions contemplated hereby.\n\n                  6.9 Titles and Subtitles. The titles of the paragraphs and\nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n                  6.10 Counterparts. This Agreement may be executed in any\nnumber of counterparts, each of which shall be deemed an original, but all of\nwhich together shall constitute one instrument.\n\n\n                                      -5-\n\n\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant Purchase\nAgreement to be signed by its duly authorized officer.\n\n                                 E-LOAN, INC.\n\n\n                                 By: \/s\/ D. Galen\n                                    --------------------------------------\n\n                                 Name:   Douglas Galen\n                                      ------------------------------------\n\n                                 Title:  VP\n                                       -----------------------------------\n\n                                 DLJDIRECT.\n\n\n                                 By: \/s\/ Lia Hecht\n                                    --------------------------------------\n\n                                 Name:   Lia Hecht\n                                      ------------------------------------\n\n                                 Title:  Vice President\n                                       -----------------------------------\n                                        One Pershing Plaza\n                                        Jersey City, NJ 07399\n\n\n                                      -6-\n\n\n\n\n                                   EXHIBIT A\n\n                                FORM OF WARRANT\n\n\n                                      E-1\n\n\n\n\n         THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE\n         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE\n         SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE\n         TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT\n         UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL\n         SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER\n         SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.\n\n\n                  WARRANT TO PURCHASE SERIES D PREFERRED STOCK\n                                       OF\n                                  E-LOAN, INC.\n\n                          VOID AFTER SEPTEMBER 4, 2001\n\n                  This Warrant is issued to DLJdirect, a Delaware corporation,\nor its registered assigns (\"Holder\") by E-Loan, Inc., a California corporation\n(the \"Company\"), on September 4, 1998 (the \"Warrant Issue Date\"). This Warrant\nis issued pursuant to the terms of that certain Marketing Agreement, by and\nbetween the Company and DLJdirect, dated as of the date hereof (the \"Marketing\nAgreement\") and the Warrant Purchase Agreement, dated as of the date hereof\n(the \"Purchase Agreement\").\n\n         1. Purchase of Shares. Subject to the terms and conditions hereinafter\nset forth and set forth in the Purchase Agreement, the Holder is entitled, upon\nsurrender of this Warrant at the principal office of the Company (or at such\nother place as the Company shall notify the holder hereof in writing), to\npurchase from the Company up to that number of fully paid and nonassessable\nshares of Series D Preferred Stock of the Company, as more fully described\nbelow, that equals the quotient obtained by dividing (a) five hundred thousand\ndollars ($500,000), by (b) $9.27. The shares of Series D Preferred Stock\nissuable pursuant to this Section 1 (the \"Shares\") shall also be subject to\nadjustment pursuant to Section 8 hereof.\n\n         2. Exercise Price. The purchase price for the Shares shall be $9.27.\nSuch price shall be subject to adjustment pursuant to Section 8 hereof (such\nprice, as adjusted from time to time, is herein referred to as the \"Exercise\nPrice\").\n\n         3. Exercise Period. This Warrant shall become exercisable upon the\nlater of (i) 30 days after the date of the initial commercial launch of the\n\"Loan Center\" as described in Section 1.1 of the Marketing Agreement and (ii)\nthe first to occur of (A) the closing of a Corporate Transaction (as hereafter\ndefined) or (B) the closing of the Company's Series D Financing; provided,\nhowever, that this Warrant shall not become exercisable with respect to 50% of\nthe shares purchasable hereby unless DLJdirect shall have irrevocably elected\nto extend the term of E-Loan to be the exclusive content provider of home\nmortgage comparison services for an additional year in accordance with Section\n11 of the Marketing Agreement. This Warrant shall remain so exercisable\n\n\n\n\n\n\nuntil 5:00 p.m. on September 4, 2001; provided, however, that in the event of\n(a) the closing of the issuance and sale of shares of Common Stock of the\nCompany in the Company's first underwritten public offering pursuant to an\neffective registration statement under the Securities Act of 1933, as amended\n(the \"IPO\"), (b) the closing of the Company's sale or transfer of all or\nsubstantially all of its assets, or (c) the closing of the acquisition of the\nCompany by another entity by means of merger, consolidation or other\ntransaction or series of related transactions, resulting in the exchange of the\noutstanding shares of the Company's capital stock such that the stockholders of\nthe Company prior to such transaction own, directly or indirectly, less than\n50% of the voting power of the surviving entity, this Warrant shall, on the\ndate of such event, no longer be exercisable and become null and void. In the\nevent of a proposed transaction of the kind described above (any of the\nforegoing, a \"Corporate Transaction\"), the Company shall notify the holder of\nthe Warrant at least twenty (20) business days prior to the consummation of\nsuch event or transaction; provided that the Board of Directors of the Company\nmay shorten such twenty (20) business day notice period upon its good faith\ndetermination that a shorter period shall be required to consummate an\nacquisition transaction so long as Holder has a reasonable period of time to\nexercise the Warrant.\n\n         4. Method of Exercise. While this Warrant remains outstanding and\nexercisable in accordance with Section 3 above, the Holder may exercise, in\nwhole or in part, the purchase rights evidenced hereby. Such exercise shall be\neffected by:\n\n                  (a) the surrender of the Warrant, together with a duly\nexecuted copy of the form of Notice of Election attached hereto, to the\nSecretary of the Company at its principal offices; and\n\n                  (b) the payment to the Company of an amount equal to the\naggregate Exercise Price for the number of Shares being purchased.\n\n         5. Net Exercise. In lieu of exercising this Warrant pursuant to\nSection 4, the Holder may elect to receive, without the payment by the Holder\nof any additional consideration, shares of Series D Preferred Stock equal to\nthe value of this Warrant (or the portion thereof being canceled) by surrender\nof this Warrant at the principal office of the Company together with notice of\nsuch election, in which event the Company shall issue to the holder hereof a\nnumber of shares of Series D Preferred Stock computed using the following\nformula:\n\n                                            Y (A - B)\n                                            ---------\n                                    X =          A\n\n         Where:            X =      The number of shares of Series D Preferred\n                                    Stock to be issued to the Holder pursuant\n                                    to this net exercise;\n\n                           Y =      The number of Shares in respect of which\n                                    the net issue election is made;\n\n                           A =      The fair market value of one share of the\n                                    Series D Preferred Stock at the time the\n                                    net issue election is made;\n\n                           B =      The Exercise Price (as adjusted to the date\n                                    of the net issuance).\n\n\n\n\n\n                                      -2-\n\n\nFor purposes of this Section 5, the fair market value of one share of Series D\nPreferred Stock (or, to the extent all such Series D Preferred Stock has been\nconverted into the Company's Common Stock) as of a particular date shall be\ndetermined as follows: (i) if traded on a securities exchange or through the\nNasdaq National Market, the value shall be deemed to be the average of the\nclosing prices of the securities on such exchange over the thirty (30) day\nperiod ending three (3) days prior to the net exercise election; (ii) if traded\nover-the-counter, the value shall be deemed to be the average of the closing\nbid or sale prices (whichever is applicable) over the thirty (30) day period\nending three (3) days prior to the net exercise; and (iii) if there is no\nactive public market, the value shall be the fair market value thereof, as\ndetermined in good faith by the Board of Directors of the Company; provided,\nthat, if the Warrant is being exercised upon the closing of the IPO, the value\nwill be the initial \"Price to Public\" of one share of such Series D Preferred\nStock (or Common Stock issuable upon conversion of such Series D Preferred\nStock) specified in the final prospectus with respect to such offering. \n\n         6. Certificates for Shares. Upon the exercise of the purchase rights\nevidenced by this Warrant, one or more certificates for the number of Shares so\npurchased shall be issued as soon as practicable thereafter (with appropriate\nrestrictive legends, if applicable), and in any event within thirty (30) days\nof the delivery of the subscription notice.\n\n         7. Issuance of Shares. The Company covenants that the Shares, when\nissued pursuant to the exercise of this Warrant, will be duly and validly\nissued, fully paid and nonassessable and free from all taxes, liens, and\ncharges with respect to the issuance thereof.\n\n         8. Adjustment of Exercise Price and Number of Shares. The number of\nand kind of securities purchasable upon exercise of this Warrant and the\nExercise Price shall be subject to adjustment from time to time as follows:\n\n                  (a) Subdivisions, Combinations and Other Issuances. If the\nCompany shall at any time prior to the expiration of this Warrant subdivide its\nSeries D Preferred Stock, by split-up or otherwise, or combine its Series D\nPreferred Stock, or issue additional shares of its Series D Preferred Stock or\nCommon Stock as a dividend with respect to any shares of its Series D Preferred\nStock, the number of Shares issuable on the exercise of this Warrant shall\nforthwith be proportionately increased in the case of a subdivision or stock\ndividend, or proportionately decreased in the case of a combination.\nAppropriate adjustments shall also be made to the purchase price payable per\nshare, but the aggregate purchase price payable for the total number of Shares\npurchasable under this Warrant (as adjusted) shall remain the same. Any\nadjustment under this Section 8(a) shall become effective at the close of\nbusiness on the date the subdivision or combination becomes effective, or as of\nthe record date of such dividend, or in the event that no record date is fixed,\nupon the making of such dividend.\n\n                  (b) Reclassification, Reorganization and Consolidation. In\ncase of any reclassification, capital reorganization, or change in the Series D\nPreferred Stock of the Company (other than as a result of a subdivision,\ncombination, or stock dividend provided for in Section 8(a) above), then, as a\ncondition of such reclassification, reorganization, or change, lawful provision\nshall be made, and duly executed documents evidencing the same from the Company\nor its successor shall be delivered to the Holder, so that the Holder shall\nhave the right at any time prior to the expiration\n\n\n\n\n\n                                      -3-\n\n\nof this Warrant to purchase, at a total price equal to that payable upon the\nexercise of this Warrant, the kind and amount of shares of stock and other\nsecurities and property receivable in connection with such reclassification,\nreorganization, or change by a holder of the same number of shares of Series D\nPreferred Stock as were purchasable by the Holder immediately prior to such\nreclassification, reorganization, or change. In any such case appropriate\nprovisions shall be made with respect to the rights and interest of the Holder\nso that the provisions hereof shall thereafter be applicable with respect to\nany shares of stock or other securities and property deliverable upon exercise\nhereof, and appropriate adjustments shall be made to the purchase price per\nshare payable hereunder, provided the aggregate purchase price shall remain the\nsame.\n\n                  (c) Notice of Adjustment. When any adjustment is required to\nbe made in the number or kind of shares purchasable upon exercise of the\nWarrant, or in the Warrant Price, the Company shall promptly notify the holder\nof such event and of the number of shares of Series D Preferred Stock or other\nsecurities or property thereafter purchasable upon exercise of this Warrant.\n\n                  (d) Other Events. In case any event shall occur as to which\nthe provisions of Section 8(a) and Section 8(b) hereof are not strictly\napplicable but the failure to make any adjustment would not, in the opinion of\nthe Holder of this Warrant, fairly protect the purchase rights represented by\nthis Warrant in accordance with the essential intent and principles of such\nSections, then, at the request of such holder, the Company and such Holder\nshall appoint a mutually and reasonably acceptable arbiter which shall give an\nopinion upon the adjustment to this Warrant, if any, on a basis consistent with\nthe essential intent and principles established in Section 8(a) and Section\n8(b) hereof, necessary to preserve the purchase rights represented by this\nWarrant. Upon receipt of such opinion, the Company will promptly make the\nadjustments described therein. If no adjustment to this Warrant are described\ntherein, then such Holder shall pay the fees and expenses of such arbiter, and\notherwise the Company shall pay such fees and expenses.\n\n         9.  No Fractional Shares or Scrip. No fractional shares or scrip\nrepresenting fractional shares shall be issued upon the exercise of this\nWarrant, but in lieu of such fractional shares the Company shall make a cash\npayment therefor on the basis of the Exercise Price then in effect.\n\n         10. No Stockholder Rights. Prior to exercise of this Warrant, the\nHolder shall not be entitled to any rights of a stockholder with respect to the\nShares, including (without limitation) the right to vote such Shares, receive\ndividends or other distributions thereon, exercise preemptive rights or be\nnotified of stockholder meetings, and such holder shall not be entitled to any\nnotice or other communication concerning the business or affairs of the\nCompany. However, nothing in this Section 10 shall limit the right of the\nHolder to be provided the Notices required under this Warrant or the Purchase\nAgreement.\n\n         11. Transfers of Warrant. Subject to compliance with applicable\nfederal and state securities laws, this Warrant and all rights hereunder are\ntransferable in whole or in part by the Holder to any person or entity upon\nwritten notice to the Company. The transfer shall be recorded on the books of\nthe Company upon the surrender of this Warrant, properly endorsed, to the\nCompany at its principal offices, and the payment to the Company of all\ntransfer taxes and other governmental charges imposed on such transfer. In the\nevent of a partial transfer, the Company shall issue to the holders one or more\nappropriate new warrants.\n\n\n\n\n                                      -4-\n\n\n         12. Successors and Assigns. The terms and provisions of this Warrant\nand the Purchase Agreement shall inure to the benefit of, and be binding upon,\nthe Company and the Holders hereof and their respective successors and assigns.\n\n         13. Amendments and Waivers. Any term of this Warrant may be amended\nand the observance of any term of this Warrant may be waived (either generally\nor in a particular instance and either retroactively or prospectively), with\nthe written consent of the Company and the Holder.\n\n         14. Notices. All notices required under this Warrant shall be deemed\nto have been given or made for all purposes upon confirmation of receipt when\ndelivered by: (i) personal delivery, (ii) facsimile; (iii) professional\novernight courier service, or (iv) registered or certified mail. Notices to the\nCompany shall be sent to the principal office of the Company (or at such other\nplace as the Company shall notify the Holder hereof in writing). Notices to the\nHolder shall be sent to the address of the Holder on the books of the Company\n(or at such other place as the Holder shall notify the Company hereof in\nwriting).\n\n         15. Attorneys' Fees. If any action of law or equity is necessary to\nenforce or interpret the terms of this Warrant, the prevailing party shall be\nentitled to its reasonable attorneys' fees, costs and disbursements in addition\nto any other relief to which it may be entitled.\n\n         16. Captions. The section and subsection headings of this Warrant are\ninserted for convenience only and shall not constitute a part of this Warrant\nin construing or interpreting any provision hereof.\n\n         17. Governing Law. This Warrant shall be governed by the laws of the\nState of California as applied to agreements among California residents made\nand to be performed entirely within the State of California.\n\n         IN WITNESS WHEREOF, E-Loan, Inc. caused this Warrant to be executed by\nan officer thereunto duly authorized.\n\n                                  E-Loan, Inc.\n\n                                  \/s\/ D. Galen\n                                  ---------------------------------------------\n\n                                  Print Name: Douglas Galen\n                                             ----------------------------------\n                                  Title:      VP\n                                        ---------------------------------------\n\n\n\n\n                                      -5-\n\n\n\n\n\n                               NOTICE OF EXERCISE\n\n\nTo:  [CORPORATION NAME]\n\n                  The undersigned hereby elects to [check applicable\n                  subsection]:\n\n--------------    (a)      Purchase _______ shares of Series D Preferred Stock\n                           of ______________, pursuant to the terms of the\n                           attached Warrant and payment of the Exercise Price\n                           per share required under such Warrant accompanies\n                           this notice;\n\n                  OR\n\n--------------    (b)      Exercise the attached Warrant for [all of the\n                           shares] [________ of the shares] [cross out\n                           inapplicable phrase] purchasable under the Warrant\n                           pursuant to the net exercise provisions of Section 5\n                           of such Warrant.\n\n\n         The undersigned hereby represents and warrants that the undersigned is\nacquiring such shares for its own account for investment purposes only, and not\nfor resale or with a view to distribution of such shares or any part thereof.\n\n                                 WARRANTHOLDER:\n\n                                 ----------------------------------------------\n\n                                 By:\n                                    -------------------------------------------\n                                              [NAME]\n\n                Address:         \n                                 ----------------------------------------------\n\n                                 ----------------------------------------------\n\nDate: \n     ---------------------------------------\n\n\nName in which shares should be registered:\n\n--------------------------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7234],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9613,9619],"class_list":["post-42525","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42525","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42525"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42525"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42525"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42525"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}