DRS/A

As confidentially submitted to the Securities and Exchange Commission on November 4, 2014

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ON DECK CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	6199	42-1709682
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1400 Broadway, 25^th Floor

New York, New York 10018

(800) 363-1160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Noah Breslow

Chief Executive Officer

1400 Broadway, 25^th Floor

New York, New York 10018

(800) 363-1160

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Larry W. Sonsini Tony Jeffries Damien Weiss Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 Cory Kampfer General Counsel 1400 Broadway, 25^th Floor New York, New York 10018 (800) 363-1160 Christopher J. Austin Andrew D. Thorpe Stephen C. Ashley Orrick, Herrington & Sutcliffe LLP 51 West 52^nd Street New York, New York 10019 (212) 506-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	$	$

(1) Includes offering price of any additional shares that the underwriters have the option to purchase, if any.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued

             Shares

COMMON STOCK

On Deck Capital, Inc. is offering                  shares of its common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price of our common stock will be between $         and $         per share.

We intend to apply to list our common stock on the New York Stock Exchange under the symbol “ONDK.”

We are an “emerging growth company” under the federal securities laws and are therefore subject to reduced public company reporting requirements. Investing in our common stock involves risks. See “Risk Factors” beginning on page 14.

PRICE $             A SHARE

	Price to Public		Underwriting Discounts and Commissions		Proceeds to On Deck Capital, Inc.
Per Share		$		$		$
Total		$		$		$

We have granted the underwriters the right to purchase up to an additional                  shares of common stock.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on                 , 2014.

MORGAN STANLEY BofA MERRILL LYNCH J.P. MORGAN DEUTSCHE BANK SECURITIES JEFFERIES

RAYMOND JAMES STIFEL NEEDHAM & COMPANY

                , 2014

TABLE OF CONTENTS

	Page
Prospectus Summary		1
The Offering		9
Summary Consolidated Financial Data		11
Risk Factors		14
Special Note Regarding Forward-Looking Statements and Industry Data		36
Industry and Market Data		38
Use of Proceeds		39
Dividend Policy		39
Capitalization		40
Dilution		43
Selected Consolidated Financial Data		45
Management’s Discussion and Analysis of Financial Condition and Results of Operations		47
Business		88

	Page
Management		106
Executive Compensation		115
Certain Relationships and Related Party and Other Transactions		126
Principal Stockholders		130
Description of Indebtedness		133
Description of Capital Stock		137
Shares Eligible for Future Sale		142
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock		145
Underwriters		149
Legal Matters		156
Experts		156
Where You Can Find More Information		156
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any related free writing prospectus. This prospectus is an offer to sell only the shares offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of its delivery. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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PROSPECTUS SUMMARY

This summary overview of the key aspects of the offering identifies those aspects of the offering that are the most significant. This summary is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

ON DECK CAPITAL, INC.

Our Company

We are a leading online platform for small business lending. We are seeking to transform small business lending by making it efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary OnDeck Score, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more than $1.7 billion in loans and collected more than 4.4 million customer payments since we made our first loan in 2007. Our loan originations have increased at a compound annual growth rate of 127% from 2011 to 2013 and had a year-over-year growth rate of 171% for the nine months ended September 30, 2014.

The 28 million small businesses in the United States are integral to the U.S. economy and the vibrancy of local communities, employing approximately 50% of the private workforce. Small business growth depends on efficient and frictionless access to capital, yet small businesses face numerous challenges that make it difficult to secure such capital. Small business owners are time and resource constrained, but the traditional borrowing process is time consuming and burdensome. Small businesses surveyed by the Federal Reserve Bank of New York indicated that the traditional funding process required them, on average, to dedicate 26 hours, contact 2.6 financial institutions and submit 2.7 loan applications. These challenges exist in part because it is inherently difficult to assess the creditworthiness of small businesses. Small businesses are a diverse group spanning many different industries, stages in development, geographies, financial profiles and operating histories, historically making it difficult to assess their creditworthiness in a uniform manner, and there is no widely-accepted credit score for small businesses. In addition, small businesses often seek small, short-term loans to fund short-term projects and investments, but traditional lenders may only offer loan products that feature large loan sizes, longer durations and rigid collateral requirements that are not well suited to their needs.

The small business lending market is vast and underserved. According to the FDIC, there were $178 billion in business loan balances under $250,000 in the United States in the second quarter of 2014, across 21.7 million loans. Oliver Wyman, a management consulting firm and business unit of Marsh & McLennan, estimates that there is a potential $80 to $120 billion in unmet demand for small business lines of credit, and we believe that there is also substantial unmet demand for other credit-related products, including term loans. We also believe that the application of our technology to credit assessment can stimulate additional demand for our products and expand the total addressable market for small business credit.

To better meet the capital needs of small businesses, we are seeking to use technology to transform the way this capital is accessed. We built our integrated platform specifically to meet their financing needs. Our platform touches every aspect of the customer lifecycle and a potential customer can complete an online application 24 hours a day, 7 days a week. Our proprietary data and analytics engine aggregates and analyzes thousands of online and offline data attributes and the relationships among those attributes to assess the creditworthiness of a

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small business in real time. The data points include customer bank activity shown on bank statements, government filings, tax and census data. In addition, in certain instances we also analyze reputation and social data. We look at both individual data points and relationships among the data, with each transaction or action being a separate data point that we take into account. A key differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit scoring system. Both our data and analytics engine and the algorithms powering the OnDeck Score undergo continuous improvement to automate and optimize the credit assessment process, enabling more rapid and predictive credit decisions. Each loan that we make involves our proprietary automated underwriting process, and approximately two-thirds of our loans are underwritten using a fully-automated underwriting process that does not require manual review. Our platform supports same-day funding and automated loan repayment. This technology-enabled approach provides small businesses with efficient, frictionless access to capital.

We believe that the differences between our approach and the approach adopted by traditional lenders are what have allowed us to better address the challenges of small business lending. In our approach, manual underwriting has largely been replaced by an automated, data-driven approach to credit assessment. Expensive branch networks have been replaced by an online website for applications and account management. Service of consumers and businesses of all sizes has been replaced by a singular focus on small business. In addition, we are subject to less regulation than traditional lenders because we do not make loans to consumers nor do we take deposits. We believe that differences in our loan products allow us to better meet the needs of small businesses. Small business owners typically seek small, short-term loans so we offer term loan products that range in size from $5,000 to $250,000 and feature terms of 3 to 24 months versus traditional lenders that offer larger and longer term loans. At September 30, 2014, our outstanding loans had original loan balances ranging from $5,000 to $250,000. We also offer a line of credit product that can be approved more quickly than comparable products offered by traditional lenders. We believe that small business owners prefer predictability so we offer fixed interest amounts and automated daily or weekly repayments compared to traditional lenders that offer both fixed and variable rate loans with monthly repayments. We also believe that small business owners value flexibility so we don’t have the rigid collateral requirements that are typical of traditional lenders. All or substantially all of our term loans and lines of credit are currently collateralized through a security interest in our customers’ assets, but we do not require a minimum amount of collateral to make a loan. We intend to transition to unsecured lines of credit in the near future.

We lend to a wide variety of small businesses across more than 700 industries and in all 50 U.S. states and have recently begun lending in Canada. The top five states in which we originated loans in 2013 and in the nine months ended September 30, 2014 were California, Florida, New York, Texas and New Jersey, representing approximately 14%, 10%, 8%, 8% and 4% of our total loan originations for the year ended December 31, 2013 and approximately 15%, 9%, 8%, 8% and 4% of our total loan originations for the nine months ended September 30, 2014, respectively. Our most frequent customers are professional services firms, retailers, restaurants and food service companies, healthcare specialists and wholesalers. We also lend to customers with a range of financial and operating histories: our customers have a median of $568,000 in annual revenue, with 90% of our customers having between $150,000 and $3.2 million in annual revenue, and have been in business for a median of 7.5 years, with 90% in business between 2 and 31 years.

We have a diverse and scalable set of funding sources. These include debt facilities, securitization of small business loans generated by OnDeck and the OnDeck Marketplace, a proprietary whole loan sale marketplace that allows institutional investors to directly purchase small business loans from us. We believe that having diverse sources of capital enables us to reduce our average cost of capital, provides multiple sources of capital in a variety of economic climates and provides increased flexibility as we seek to increase our loan originations. Affiliates of certain of our underwriters in this offering are participants in our various financing facilities and have acted in various administrative roles in connection with such facilities. For further information, see the section titled “Underwriters.”

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Our business has grown rapidly. In 2013, we originated $458.9 million of loans, representing year-over-year growth of 165%, and in the first nine months of 2014, we originated $788.3 million of loans, representing year-over-year growth of 171%, all while maintaining consistent credit quality. In 2013, we recorded gross revenue of $65.2 million, representing year-over-year growth of 155%, and in the first nine months of 2014, we recorded gross revenue of $107.6 million, representing year-over-year growth of 156%. During 2013 and the three months ended September 30, 2014, our Adjusted EBITDA was $(16.3) million and $2.6 million, respectively, our (loss)/income from operations was $(19.3) million and $0.7 million, respectively and our net (loss)/income was $(24.4) million and $0.4 million, respectively. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion and reconciliation of Adjusted EBITDA to net (loss)/income. As of December 31, 2013 and September 30, 2014, our total assets were $235.5 million and $466.0 million, respectively and the unpaid principal balance on loans outstanding was $216.0 million and $422.1 million, respectively.

Industry Background and Trends

• Small Businesses are an Enormous Driver of the U.S. Economy. According to the U.S. Small Business Administration, there are 28 million small businesses in the United States, contributing approximately 45% of U.S. non-agricultural gross domestic product and employing approximately 50% of the private workforce. These small businesses help build vibrant communities with local character.

• Small Businesses Need Capital to Survive and Thrive. We believe that small businesses depend on efficient and frictionless access to capital to purchase supplies and inventory, hire employees, market their businesses and invest in new potential growth opportunities.

• Small Businesses are Unique and Difficult to Assess. Credit assessment is inherently difficult because small business data is constantly changing as the business evolves and is scattered across a myriad of online and offline sources, unlike consumer credit assessment where a lender can generally look to scores provided by consumer credit bureaus.

• Small Businesses are not Adequately Served by Traditional Lenders. We believe traditional lenders face a number of challenges and limitations that make it difficult to address the capital needs of small businesses, such as:

• Organizational and Structural Challenges. The costly combination of physical branches and manually intensive underwriting procedures makes it difficult for traditional lenders to efficiently serve small businesses.

• Technology Limitations. Many traditional lenders use legacy or third-party systems that are difficult to integrate or adapt to the shifting needs of small businesses.

• Products not Designed for Small Businesses. Small businesses are not well served by traditional loan products. According to Oliver Wyman, traditional lenders often offer products characterized by larger loan sizes, longer durations and rigid collateral requirements. By contrast, small businesses often seek small loans for short-term investments.

As a result, we believe that small businesses feel underserved by traditional lenders. According to the FDIC, the percentage of commercial and industrial loans with a balance less than $250,000 has declined from 20% of total dollars borrowed in 2004 to 13% in the second quarter of 2014. According to Oliver Wyman, 75% of small businesses are looking to borrow less than $50,000. In addition, according to the second quarter 2014 Wells Fargo-Gallup Small Business Index, only 25% of small businesses reported that obtaining credit was easy.

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Challenges for Small Business Owners

• Small Business Owners are Time and Resource Constrained. We believe that small business owners lack many of the resources available to larger businesses and have fewer staff on which to rely for critical business issues. Time spent inefficiently may mean lost sales, extra expenses and personal sacrifices.

• Traditional Lending is not Geared Towards Small Businesses. Traditional lenders do not meet the needs of small businesses for a number of reasons, including the following:

• Time-Consuming Process. According to a Harvard Business School study, the traditional borrowing process includes application forms which are time consuming to assemble and complete, long in-person meetings during business hours and manual underwriting procedures that delay decisions.

• Non-Tailored Credit Assessment. There is no widely-accepted credit score for small businesses. Traditional lenders frequently rely upon the small business owner’s personal credit as a primary indicator of the business’s creditworthiness, even though it is not necessarily indicative of the business’s credit profile.

• Product Mismatch. Small businesses are not well served by traditional loan products. According to Oliver Wyman, they often seek small loans for short-term investments, but traditional lenders may only offer loan products characterized by larger loan sizes, longer durations and rigid collateral requirements.

• Alternatives to Traditional Bank Loans are Inadequate. Small businesses whose lending needs are not being met by traditional bank loans have historically been forced to resort to a fragmented landscape of products, including merchant cash advances, credit cards, receivables factoring, equipment leases and home equity lines, each of which comes with its own challenges and limitations.

Modernization of Small Businesses

• Small Businesses are Embracing Technology. Small businesses are increasingly using online services to manage their operations. According to a survey by the National Small Business Association, 85% of small businesses purchase supplies online, 83% manage bank accounts online, 82% maintain their own website, 72% pay bills online and 41% use tablets for their business. We believe small business owners expect a user-friendly online borrowing experience.

• The Digital Footprint of Small Businesses is Expanding. There is a vast amount of real-time digital data about small businesses that can be used to generate valuable insights that help better assess the creditworthiness of a small business.

Our Solution

Our mission is to power the growth of small business through lending technology and innovation. We are combining our passion for small business with technology and analytics to transform the way small businesses access capital. Our solution was built specifically to address small businesses’ capital needs and consists of our loan products, our end-to-end integrated platform and the OnDeck Score. We offer two products to small businesses to enable them to access capital: term loans and lines of credit. Our proprietary, end-to-end integrated platform includes: our website, which allows small businesses to apply for a loan in minutes, 24 hours a day, 7 days a week; our proprietary data and analytics engine that analyzes thousands of data attributes from disparate sources to assess the real-time creditworthiness of a small business; the technology that enables seamless funding of our loans; and our daily and weekly collections and ongoing servicing systems. A key differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit-scoring system. The OnDeck

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Score aggregates and analyzes thousands of data elements and attributes related to a business and its owners that are reflective of the creditworthiness of the business as well as predictive of its credit performance. Our proprietary data and analytics engine and the algorithms powering the OnDeck Score undergo continuous improvement through machine learning to automate and optimize the credit assessment process.

Our customers choose us because we provide the following key benefits:

• Access. By combining technology with comprehensive and relevant data that captures the unique aspects of small businesses, we are able to better assess the creditworthiness of small businesses and approve more loans.

• Speed. Small businesses can submit an application online in as little as minutes. We are able to provide most loan applicants with an immediate approval decision and transfer funds as fast as the same day.

• Experience. Small businesses can apply online. Our U.S.-based internal salesforce and customer service representatives are available throughout the application process to assist with the application process and answer questions from potential customers.

Our Competitive Strengths

We believe the following competitive strengths differentiate us and serve as barriers for others seeking to enter our market:

• Significant Scale. Since we made our first loan in 2007, we have funded more than $1.7 billion in loans across more than 700 industries in all 50 U.S. states and have recently begun lending in Canada.

• Proprietary Data and Analytics Engine. Our proprietary data and analytics engine and the OnDeck Score provide us with significant visibility and predictability in assessing the creditworthiness of small businesses and allow us to better serve more customers across more industries. With each loan application, each funded loan and each daily or weekly payment, our data set expands and our OnDeck Score improves.

• End-to-End Integrated Technology Platform. We built our integrated platform specifically to meet the financing needs of small businesses. Our platform touches every aspect of the customer lifecycle, including customer acquisition, sales, scoring and underwriting, funding, and servicing and collections. We use our platform to underwrite, process and service all of our small business loans, regardless of distribution channel.

• Diversified Distribution Channels. We are building brand awareness and enhancing distribution capabilities through diversified distribution channels, including direct marketing, strategic partnerships and funding advisors. Our direct marketing, strategic partner and funding advisor channels constituted 56.2%, 14.9% and 28.9% of our total number of loans, respectively, for the three months ended September 30, 2014, 54.4%, 13.4% and 32.3% of our total number of loans, respectively, for the nine months ended September 30, 2014 and 44.1%, 10.3% and 45.6% of our total number of loans, respectively, for the year ended December 31, 2013. Our internal salesforce contacts potential customers, responds to inbound inquiries from potential customers, and is available to assist all customers throughout the application process.

• High Customer Satisfaction and Repeat Customer Base. Our strong value proposition has been validated by our customers. We had a Net Promoter Score, a widely used system of measuring customer loyalty, of 71 in 2013, and we believe that strong customer satisfaction has played an important role in repeat borrowing by our customers. In 2013, 43.5% of loan originations were by repeat customers, who either replaced their existing loan with a new, usually larger, loan or took out a new loan after paying off their existing OnDeck loan in full. 30% of our origination volume from repeat loans in 2013 was due to unpaid principal balances rolled from existing loans directly into such repeat originations.

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• Durable Business Model. Since we began lending in 2007, we have successfully operated our business through both strong and weak economic environments. Our real-time data, short duration loans, automated daily and weekly collection, risk management capabilities and unit economics enable us to react rapidly to changing market conditions and generate attractive financial results.

• Differentiated Funding Platform. We source capital through multiple channels, including debt facilities, securitization and the OnDeck Marketplace, our proprietary whole loan sale platform for institutional investors. This diversity provides us with multiple, scalable funding sources, long-term capital commitments and access to flexible funding for growth.

• 100% Small Business-Focused. We believe that we derive significant competitive advantages from our exclusive focus on assessing and delivering credit to small businesses and the small business expertise developed over our seven-year operating history.

Our Strategy for Growth

Our vision is to become the most trusted lender to small businesses, and to accomplish this, we intend to:

• Continue to Acquire Customers Through Direct Marketing and Sales. We plan to continue investing in direct marketing and sales to add new customers and increase our brand awareness.

• Broaden Distribution Capabilities Through Partners. We plan to expand our network of partners, including banks, payment processors, funding advisors, and small business-focused service providers and leverage their relationships with small businesses to acquire new customers.

• Enhance Data and Analytics Capabilities. We plan to make substantial investments in our data and analytics capabilities. Our data science team continually uncovers new insights about small businesses and their credit performance and considers new data sources for inclusion in our models, allowing us to evaluate and lend to more customers.

• Expand Product Offerings. Following the successful recent introduction of our line of credit and 24-month term loan products, over time we plan to expand our offerings by introducing new credit-related products for small businesses. We may fund the expansion of our product offerings in part from the proceeds we receive from our initial public offering, or IPO, but we have not yet finalized the specific products we will introduce or established a particular timeline to expand our product offerings.

• Extend Customer Lifetime Value. We believe we have an opportunity to increase revenue and loyalty from new and existing customers. We plan to introduce new features and product cross-sell capabilities to continue driving the increased use of our platform.

• Targeted International Expansion. We believe there are opportunities to expand our small business lending in select countries outside of the United States and Canada. We may fund our international expansion in part from the proceeds we receive from our IPO, but we have not yet committed to any specified location or established a particular timeline to pursue this opportunity.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 14. These risks include, but are not limited to, the following:

• We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

• Our recent, rapid growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to manage our growth effectively.

• We have a history of losses and may not achieve consistent profitability in the future.

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• Worsening economic conditions may result in decreased demand for our loans, cause our customers’ default rates to increase and harm our operating results.

• Our business may be adversely affected by disruptions in the credit markets, including reduced access to credit.

• If the information provided by customers to us is incorrect or fraudulent, we may misjudge a customer’s qualifications to receive a loan and our operating results may be harmed.

• Our current level of interest rate spread may decline in the future. Any material reduction in our interest rate spread could reduce our profitability.

• An increase in customer default rates may reduce our overall profitability and could also affect our ability to attract institutional funding. Further, historical default rates may not be indicative of future results.

• Our risk management efforts may not be effective.

• We rely on our proprietary credit-scoring model in the forecasting of loss rates. If we are unable to effectively forecast loss rates, it may negatively impact our operating results.

• Our allowance for loan losses is determined based upon both objective and subjective factors and may not be adequate to absorb loan losses.

• We face increasing competition and, if we do not compete effectively, our operating results could be harmed.

• The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.

Corporate Information

Our principal executive offices are located at 1400 Broadway, 25^th Floor, New York, New York 10018, and our telephone number is (800) 363-1160. Our website is www.ondeck.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. We were incorporated in Delaware in May 2006.

OnDeck, the OnDeck logo, OnDeck Score, OnDeck Marketplace and other trademarks or service marks of OnDeck appearing in this prospectus are the property of OnDeck. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. We have omitted the ^® and ™ designations, as applicable, for the trademarks used in this prospectus.

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and are therefore subject to reduced public company reporting requirements. We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; the date we qualify as a “large accelerated filer” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

Offering Related Conversion

Upon the completion of this offering, we will no longer have any shares of preferred stock or preferred stock warrants outstanding. Upon completion of this offering, 23,725,822 shares of our preferred stock will automatically convert into shares of common stock. Also at such time, all outstanding preferred stock warrants will automatically convert into common stock warrants and the related liability will be reclassified to additional paid-in capital. The consideration we received in respect of the preferred stock outstanding at September 30,

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2014 ranged from $0.73 to $29.42 per share and averaged $7.68 per share. Each share of preferred stock will convert into one share of common stock without the payment of additional consideration. In addition, certain shares of preferred stock were already repurchased and retired in 2013, when we voluntarily redeemed certain shares of Series A and Series B preferred stock for an aggregate price that was approximately $5.3 million in excess of the carrying amount. The portion of the redemption in excess of the carrying amount was recorded as a reduction to additional paid-in capital and added to net loss to arrive at net loss attributable to common stockholders in the calculation of loss per common share.

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THE OFFERING

Common stock offered by us	shares
Common stock to be outstanding after this offering	shares
Option to purchase additional shares to be offered by us	shares
Use of proceeds	We intend to use the net proceeds from this offering for general corporate purposes, including working capital, sales and marketing activities, data and analytics enhancements, product development, capital expenditures and to fund a portion of the loans made to our customers. We also may use a portion of the net proceeds to invest in or acquire complementary technologies, solutions or businesses and for targeted international expansion. However, we have no present agreements or commitments for any such investments, acquisitions or expansion. See the section titled “Use of Proceeds.”
Concentration of ownership	Upon completion of this offering, the executive officers, directors and 5% stockholders of our company and their affiliates will beneficially own, in the aggregate, approximately     % of our outstanding capital stock.
Proposed New York Stock Exchange trading symbol	“ONDK”

The number of shares of our common stock to be outstanding after this offering is based on 28,080,318 shares of our common stock outstanding on an as-converted basis as of September 30, 2014, and excludes:

• 4,985,401 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2014, with a weighted average exercise price of $7.51 per share and per share exercise prices ranging from $0.53 to $21.32;

• 149,000 shares of common stock issuable upon the exercise of options granted after September 30, 2014, with an exercise price of $24.76 per share;

•                  shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, which will become effective in connection with this offering;

•                  shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan, which will become effective in connection with this offering;

• 1,806,263 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2014, with a weighted average exercise price of $13.89 per share and per share exercise prices ranging from $0.65 to $29.42; and

• 1,000 shares of common stock issuable upon the exercise of one warrant issued after September 30, 2014, with an exercise price of $24.76 per share.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

• a             -for-1 forward stock split of our common stock and redeemable convertible preferred stock to be effected prior to the completion of this offering;

• the conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2014 into an aggregate of 23,725,822 shares of common stock immediately prior to the completion of this offering;

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• the filing of our amended and restated certificate of incorporation in connection with the completion of this offering;

• no exercise of outstanding options or warrants; and

• no exercise of the underwriters’ option to purchase additional shares.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize our consolidated financial data. You should read the summary consolidated financial data set forth below in conjunction with our consolidated financial statements, the notes to our consolidated financial statements and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended September 30, 2013 and 2014 and balance sheet data as of September 30, 2014 are derived from our unaudited consolidated interim financial statements included elsewhere in this prospectus. The unaudited consolidated financial data for the nine months ended September 30, 2013 and 2014 and as of September 30, 2014 includes all adjustments, consisting only of normal recurring accruals, that are necessary in the opinion of our management for a fair presentation of our financial position and results of operations for these periods. Our historical results are not necessarily indicative of the results that may be expected in any future period.

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	Year Ended December 31,						Nine Months Ended September 30,
	2012			2013			2013			2014
	(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenue:
Interest income	$	25,273		$	62,941		$	41,073		$	99,873
Gain on sales of loans		—			788			—			4,569
Other revenue		370			1,520			1,004			3,131
Gross revenue		25,643			65,249			42,077			107,573
Cost of revenue:
Provision for loan losses		12,469			26,570			16,300			47,011
Funding costs		8,294			13,419			9,400			12,531
Total cost of revenue		20,763			39,989			25,700			59,542
Net revenue		4,880			25,260			16,377			48,031
Operating expenses:
Sales and marketing		6,633			18,095			13,566			21,799
Technology and analytics		5,001			8,760			6,090			11,357
Processing and servicing		2,919			5,577			3,746			5,928
General and administrative		6,935			12,169			9,158			13,968
Total operating expenses		21,488			44,601			32,560			53,052
Loss from operations		(16,608	)		(19,341	)		(16,183	)		(5,021	)
Other (expense) income:
Interest expense		(88	)		(1,276	)		(1,070	)		(274	)
Warrant liability fair value adjustment		(148	)		(3,739	)		(1,496	)		(9,122	)
Total other (expense) income		(236	)		(5,015	)		(2,566	)		(9,396	)
Loss before provision for income taxes		(16,844	)		(24,356	)		(18,749	)		(14,417	)
Provision for income taxes		—			—			—			—
Net loss		(16,844	)		(24,356	)		(18,749	)		(14,417	)
Series A and Series B preferred stock redemptions		—			(5,254	)		(5,254	)		—
Accretion of dividends on redeemable convertible preferred stock		(3,440	)		(7,470	)		(5,414	)		(9,828	)
Net loss attributable to common stockholders	$	(20,284	)	$	(37,080	)	$	(29,417	)	$	(24,245	)
Net loss per share of common stock—basic and diluted	$	(8.54	)	$	(17.28	)	$	(13.73	)	$	(8.48	)
Pro forma net loss per share of common stock—basic and diluted(1)				$	(0.96	)				$	(0.21	)
Weighted average shares of common stock used in computing net loss per share—basic and diluted		2,375,220			2,146,013			2,142,568			2,857,871
Weighted average shares of common stock used in computing pro forma net loss per share—basic and diluted(1)					21,544,497						25,583,884
Stock-based compensation expense included above:
Sales and marketing	$	47		$	118		$	71		$	325
Technology and analytics		7			47			20			290
Processing and servicing		9			30			15			126
General and administrative		166			243			161			706
Total stock-based compensation expense	$	229		$	438		$	267		$	1,447
Other financial data:
Adjusted EBITDA(2)	$	(14,834	)	$	(16,258	)	$	(14,152	)	$	(726	)
Adjusted net loss(3)	$	(16,467	)	$	(20,179	)	$	(16,986	)	$	(3,848	)

(1) Pro forma basic and diluted net loss per share of common stock have been calculated assuming (i) the conversion of all outstanding shares of redeemable convertible preferred stock at December 31, 2013 and September 30, 2014 into an aggregate of 20,549,165 and 23,725,822 shares of common stock, respectively, as of the beginning of the applicable period or at the time of issuance, if later, (ii) the redemption of Series A and Series B preferred stock as of the beginning of the applicable period, and (iii) the reclassification of outstanding preferred stock warrants from liabilities to additional paid-in capital as of the beginning of the applicable period.

(2) Adjusted EBITDA is not a financial measure prepared in accordance with GAAP. Adjusted EBITDA represents our net loss, adjusted to exclude interest expense associated with debt used for corporate purposes, income tax expense, depreciation and amortization, stock-based compensation expense and warrant liability fair value adjustment. Adjusted EBITDA does not adjust for funding costs, which represent the interest expense associated with debt used for lending purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with GAAP.

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(3) Adjusted net loss is not a financial measure prepared in accordance with GAAP. We define Adjusted net loss as net loss adjusted to exclude stock-based compensation expense and warrant liability fair value adjustment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure calculated in accordance with GAAP.

	As of September 30, 2014
	Actual			Pro forma(1)		Pro forma as adjusted(2)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	22,642		$	22,642	$
Restricted cash		22,615			22,615
Loans, net of allowance for loan losses		393,635			393,635
Loans held for sale		2,653			2,653
Total assets		466,007			466,007
Debt(3)		350,204			350,204
Total liabilities		368,077			365,275
Total redeemable convertible preferred stock		218,363			—
Total stockholders’ (deficit) equity		(120,433	)		100,732

(1) The pro forma column reflects the conversion of all outstanding shares of convertible preferred stock at September 30, 2014 into 23,725,822 shares of common stock immediately prior to the closing of this offering. The consideration paid for each share of convertible preferred stock outstanding at September 30, 2014 ranged from $0.73 to $29.42 and averaged $7.68. Each share of preferred stock will convert into one share of common stock without the payment of additional consideration. The conversion of the convertible preferred stock and the warrant liability reduces total redeemable convertible preferred stock and total liabilities by $218.4 million and $2.8 million, respectively.

(2) The pro forma as adjusted column reflects the pro forma adjustments described in footnote (1) above and the sale by us of shares of common stock in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) each of pro forma as adjusted cash and cash equivalents, working capital and total assets by $             and decrease (increase) pro forma as adjusted total stockholders’ (deficit) equity by approximately $            , assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price, number of shares offered and other terms of this offering determined at pricing.

(3) Debt as of September 30, 2014 includes funding debt of $347.2 million used to fund loan originations, which is non-recourse to On Deck Capital, Inc., and corporate debt of $3.0 million used to fund general corporate operations.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and all other information contained in this prospectus, including our consolidated financial statements and the related notes, before investing in our common stock. The risks and uncertainties described below are not the only ones we face, but include the most significant factors currently known by us that make the offering speculative or risky. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

• increase the number and total volume of term loans and lines of credit we extend to our customers;

• improve the terms on which we lend to our customers as our business becomes more efficient;

• increase the effectiveness of our direct marketing, as well as our strategic partner and funding advisor program customer acquisition channels;

• increase repeat borrowing by existing customers;

• successfully develop and deploy new products;

• successfully maintain our diversified funding strategy, including through the OnDeck Marketplace and future securitization transactions;

• favorably compete with other companies that are currently in, or may in the future enter, the business of lending to small businesses;

• successfully navigate economic conditions and fluctuations in the credit market;

• effectively manage the growth of our business;

• successfully expand our business into adjacent markets; and

• successfully expand internationally.

We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.

Our recent, rapid growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to manage our growth effectively.

Our gross revenue grew from $25.6 million in 2012 to $65.2 million in 2013 and from $42.1 million for the nine months ended September 30, 2013 to $107.6 million for the nine months ended September 30, 2014. We expect that, in the future, even if our revenue continues to increase, our rate of revenue growth will decline.

In addition, we expect to continue to expend substantial financial and other resources on:

• personnel, including significant increases to the total compensation we pay our employees as we grow our employee headcount;

• marketing, including expenses relating to increased direct marketing efforts;

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• product development, including the continued development of our platform and OnDeck Score;

• diversification of funding sources, including through OnDeck Marketplace;

• office space, as we increase the space we need for our growing employee base; and

• general administration, including legal, accounting and other compliance expenses related to being a public company.

In addition, our historical rapid growth has placed, and may continue to place, significant demands on our management and our operational and financial resources. Finally, our organizational structure is becoming more complex as we add additional staff, and we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. If we cannot manage our growth effectively our financial results will suffer.

We have a history of losses and may not achieve consistent profitability in the future.

We generated net losses of $16.8 million, $24.4 million, $18.7 million and $14.4 million in 2012, 2013 and for the nine months ended September 30, 2013 and 2014, respectively. As of September 30, 2014, we had an accumulated deficit of $119.7 million. We will need to generate and sustain increased revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. We intend to continue to expend significant funds to expand our marketing and sales operations, increase our customer service and general loan servicing capabilities, meet the increased compliance requirements associated with our transition to and operation as a public company, lease additional space for our growing employee base, upgrade our data center infrastructure and expand into new markets. In addition, we record our loan loss provision as an expense to account for the possibility that all loans may not be repaid in full. Because we incur a given loan loss expense at the time that we issue the loan, we expect the aggregate amount of this expense to grow as we increase the number and total amount of loans we make to our customers.

Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain profitability, the market price of our common stock may significantly decrease.

Worsening economic conditions may result in decreased demand for our loans, cause our customers’ default rates to increase and harm our operating results.

Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism and catastrophes.

Our customers are small businesses. Accordingly, our customers have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for our loans by potential customers or higher default rates by our existing customers. If a customer defaults on a loan payable to us, the loan enters a collections process where our systems and collections teams initiate contact with the borrower for payments owed. If a loan is subsequently charged off, we generally sell the loan to a third-party collection agency and receive only a small fraction of the remaining amount payable to us in exchange for this sale.

There can be no assurance that economic conditions will remain favorable for our business or that demand for our loans or default rates by our customers will remain at current levels. Reduced demand for our loans would

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negatively impact our growth and revenue, while increased default rates by our customers may inhibit our access to capital, hinder the growth of our OnDeck Marketplace and negatively impact our profitability. Furthermore, we have received a large number of applications from potential customers who do not satisfy the requirements for an OnDeck loan. If an insufficient number of qualified small businesses apply for our loans, our growth and revenue could decline.

Our business may be adversely affected by disruptions in the credit markets, including reduced access to credit.

We depend on debt facilities and other forms of debt in order to finance most of the loans we make to our customers. However, we cannot guarantee that these financing sources will continue to be available beyond the current maturity date of each debt facility, on reasonable terms or at all. As the volume of loans that we make to customers on our platform increases, we may require the expansion of our borrowing capacity on our existing debt facilities and other debt arrangements or the addition of new sources of capital. The availability of these financing sources depends on many factors, some of which are outside of our control. We may also experience the occurrence of events of default or breaches of financial or performance covenants under our debt agreements, which could reduce or terminate our access to institutional funding. In addition, we began selling loans to third parties via our OnDeck Marketplace in October 2013 and completed our first securitization transaction in May 2014. There can be no assurance that investors will continue to purchase our loans via our OnDeck Marketplace or that we will be able to successfully access the securitization markets again. Furthermore, because we only recently began accessing these sources of capital, there is a greater possibility that these sources of capital may not be available in the future. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, a reduction in the term of funding instruments or the liquidation of certain assets. If we were to be unable to arrange new or alternative methods of financing on favorable terms, we may have to curtail our origination of loans, which could have a material adverse effect on our business, financial condition, operating results and cash flow.

If the information provided by customers to us is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan and our operating results may be harmed.

Our lending decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, the OnDeck Score may not accurately reflect the associated risk. In addition, data provided by third-party sources is a significant component of the OnDeck Score and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and operating results.

In addition, we use identity and fraud checks analyzing data provided by external databases to authenticate each customer’s identity. There is a risk, however, that these checks could fail, and fraud may occur. We may not be able to recoup funds underlying loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, operating results and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negatively impact our operating results, brand and reputation and require us to take steps to reduce fraud risk, which could increase our costs.

Our current level of interest rate spread may decline in the future. Any material reduction in our interest rate spread could reduce our profitability.

We earn a substantial majority of our revenues from interest payments on the loans we make to our customers. Financial institutions and other funding sources provide us with the capital to fund these term loans and lines of credit and charge us interest on funds that we draw down. In the event that the spread between the rate at which we lend to our customers and the rate at which we borrow from our lenders decreases, our financial results and operating performance will be harmed. The interest rates we charge to our customers and pay to our lenders could each be affected by a variety of factors, including access to capital based on our business performance, the volume of loans we make to our customers, competition and regulatory requirements. These

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interest rates may also be affected by a change over time in the mix of the types of products we sell to our customers and investors and a shift among our channels of customer acquisition. Interest rate changes may adversely affect our business forecasts and expectations and are highly sensitive to many macroeconomic factors beyond our control, such as inflation, recession, the state of the credit markets, changes in market interest rates, global economic disruptions, unemployment and the fiscal and monetary policies of the federal government and its agencies. Any material reduction in our interest rate spread could have a material adverse effect on our business, results of operations and financial condition.

If the choice of law provisions in our loan agreements are found to be unenforceable, we may be found to be in violation of state interest rate limit laws.

Although the federal government does not currently regulate the maximum interest rates that may be charged on private loan transactions, many states have enacted interest rate limit laws specifying the maximum legal interest rate at which loans can be made in the state. We apply Virginia law to the underlying agreement for loans that we originate because our loans are underwritten and entered into in the state of Virginia, where our underwriting, servicing, operations and collections teams are headquartered.

Virginia does not have an interest rate limit law applicable to loans extended to corporations or certain other entities. Assuming a court were to recognize this choice of law provision, Virginia law would be applied to a dispute between the customer and us regardless of where the customer is located. We intend for Virginia law to control over state interest rate limit laws that would otherwise be applicable to these loans. We are not aware of any broad-based legal challenges to date to the applicability of Virginia law to these loans or the loans of other companies. However, many laws to which we are subject were adopted prior to the advent of the internet and related technologies and, as a result, do not expressly contemplate or address the unique issues of the internet such as the applicability of laws to online transactions, including in our case, the origination of loans. In addition, many laws that do reference the internet are being interpreted by the courts, but their applicability and scope remain uncertain. As a result, we cannot predict whether a court may seek to apply a different choice of law to our loans or to otherwise invalidate the applicability of Virginia law to our loans. If the applicability of Virginia law to these loans were challenged, and these loans were found to be governed by the laws of another state, and such other state has an interest rate limit law that prohibits the interest rate in effect with respect to such loans, the obligations of our customers to pay all or a portion of the interest on these loans could be found unenforceable or recoverable by such customer. A judgment that the choice of law provisions in our loan agreements is unenforceable could result in costly and time-consuming litigation, damage our reputation, trigger repurchase obligations, negatively impact the terms of our future loans and harm our operating results. Likewise, a judgment that the choice of law provision in other commercial loan agreements is unenforceable could result in challenges to our choice of law provision and that could result in costly and time-consuming litigation. In addition, it could cause us to incur substantial additional expense to comply with the laws of various states, including either our registration as a lender in the various states, or requiring us to place more loans through our issuing bank partners.

Issuing bank partners with whom we have agreements lend to customers in certain states. If our relationships with issuing bank partners were to end, then we may have to comply with additional restrictions, and certain states may require us to obtain a lending license.

In most states, we make loans directly to customers pursuant to Virginia law, which is the governing law we require in the underlying loan agreements with our customers. However, 11 states and jurisdictions, namely Alaska, California, Kentucky, Maryland, Nebraska, Nevada, North Dakota, Rhode Island, South Dakota, Vermont, and Washington, D.C., may not honor a Virginia choice of law. They assert either that their own laws and requirements should generally apply to commercial loans made by nonbanks or apply to commercial loans made by nonbanks if certain principal amounts are outside a range of interest rates. In such states and jurisdictions and in some other circumstances, loans are made by an issuing bank partner, primarily BofI Federal Bank (a federally chartered bank), and may be sold to us. For the years ended December 31, 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, loans made by issuing bank partners constituted 21.1%,

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16.1%, 16.2% and 16.7%, respectively, of our total loan originations. These loans are not governed by Virginia law, but rather the laws of the issuing bank partner’s home state, California law in the case of BofI Federal Bank. The remainder of our loans provide that they are to be governed by Virginia law. Our issuing bank partner currently originates all of our loans in California, Nevada, North Dakota, South Dakota and Vermont as well as some loans in other states and jurisdictions in addition to those listed above. Although such states and jurisdictions may have interest rate caps, either generally or subject to certain licensing and loan size requirements, all such caps that would otherwise be applicable are federally preempted when these loans are originated by our federally chartered issuing bank partner. As a result, loans originated by our issuing bank partner are generally priced the same as loans originated by us under Virginia law. While the other 40 U.S. states where we originate loans currently honor our Virginia choice of law, future legal changes could result in any one or more of those states no longer honoring our Virginia choice of law. In that case, we could address the legal change in a manner similar to how we approach the 11 states and jurisdictions that currently may not honor a Virginia choice of law, or we could consider other approaches, including licensing.

If we were to seek to make loans directly in those states referenced in the paragraph above or if we were otherwise not able to work with an issuing bank partner, we would have to attempt to comply with the laws of these states in other ways, including through obtaining lending licenses. Compliance with the laws of such states could be costly, and if we are unable to obtain such licenses, our loan volume could substantially decrease and our revenues, growth and profitability would be harmed. In addition, if our activities under the current arrangement with issuing bank partners were deemed to constitute lending within any such jurisdiction, we could be found to have engaged in impermissible lending within such jurisdictions. As a result, we could be subjected to fines and other penalties, all or a portion of the interest charged on the applicable loans could be found to be unenforceable or recoverable by customers and, to the extent it is determined that such loans were not originated in accordance with all applicable laws, we could be obligated to repurchase any loans from our debt facilities and OnDeck Marketplace participants that failed to comply with such legal requirements. Any finding that we engaged in lending in states in which we are unlicensed to do so could lead to litigation, harm our reputation and negatively impact our operating expenses and profitability.

An increase in customer default rates may reduce our overall profitability and could also affect our ability to attract institutional funding. Further, historical default rates may not be indicative of future results.

Customer default rates may be significantly affected by economic downturns or general economic conditions beyond our control and beyond the control of individual customers. In particular, loss rates on customer loans may increase due to factors such as prevailing interest rates, the rate of unemployment, the level of consumer and business confidence, commercial real estate values, the value of the U.S. dollar, energy prices, changes in consumer and business spending, the number of personal bankruptcies, disruptions in the credit markets and other factors. In addition, as of September 30, 2014, approximately 28.3% of our total loans outstanding related to customers with fewer than five years of operating history. While our OnDeck Score is designed to establish that, notwithstanding such limited operating and financial history, customers would be a reasonable credit risk, our loans may nevertheless be expected to have a higher default rate than loans made to customers with more established operating and financial histories. In addition, if default rates reach certain levels, the principal of our securitized notes may be required to be paid down, and we may no longer be able to borrow from our debt facilities to fund future loans. In addition, if customer default rates increase beyond forecast levels, returns for investors in our OnDeck Marketplace program will decline and demand by investors to participate in this program will decrease, each of which will harm our reputation, operating results and profitability.

Our risk management efforts may not be effective.

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to our business, assets and liabilities. To the extent our models used to assess the creditworthiness of potential customers do not adequately identify

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potential risks, the OnDeck Scores produced would not adequately represent the risk profile of such customers and could result in higher risk than anticipated. Our risk management policies, procedures, and techniques, including our use of our proprietary OnDeck Score technology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified or identify concentrations of risk or additional risks to which we may become subject in the future.

We rely on our proprietary credit-scoring model in the forecasting of loss rates. If we are unable to effectively forecast loss rates, it may negatively impact our operating results.

In making a decision whether to extend credit to prospective customers, we rely heavily on our OnDeck Score, the credit score generated by our proprietary credit-scoring model and decisioning system, an empirically derived suite of statistical models built using third-party data, data from our customers and our credit experience gained through monitoring the performance of our customers over time. If our proprietary credit-scoring model and decisioning system fails to adequately predict the creditworthiness of our customers, or if our proprietary cash flow analytics system fails to assess prospective customers’ financial ability to repay their loans, or if any portion of the information pertaining to the prospective customer is false, inaccurate or incomplete, and our systems did not detect such falsities, inaccuracies or incompleteness, or any or all of the other components of the credit decision process described herein fails, we may experience higher than forecasted losses. Furthermore, if we are unable to access the third-party data used in our OnDeck Score, or our access to such data is limited, our ability to accurately evaluate potential customers will be compromised, and we may be unable to effectively predict probable credit losses inherent in our loan portfolio, which would negatively impact our results of operations.

Additionally, if we make errors in the development and validation of any of the models or tools we use to underwrite the loans that we securitize or sell to investors, these investors may experience higher delinquencies and losses and we may be subject to liability. Moreover, if future performance of our customers’ loans differs from past experience (driven by factors, including but not limited to, macroeconomic factors, policy actions by regulators, lending by other institutions and reliability of data used in the underwriting process), which experience has informed the development of the underwriting procedures employed by us, delinquency rates and losses to investors of our securitized debt from our customers’ loans could increase, thereby potentially subjecting us to liability. This inability to effectively forecast loss rates could also inhibit our ability to borrow from our debt facilities, which could further hinder our growth and harm our financial performance.

Our allowance for loan losses is determined based upon both objective and subjective factors and may not be adequate to absorb loan losses.

We face the risk that our customers will fail to repay their loans in full. We reserve for such losses by establishing an allowance for loan losses, the increase of which results in a charge to our earnings as a provision for loan losses. We have established an evaluation process designed to determine the adequacy of our allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the forecasts and establishment of loan losses are also dependent on our subjective assessment based upon our experience and judgment. Actual losses are difficult to forecast, especially if such losses stem from factors beyond our historical experience, and unlike traditional banks, we are not subject to periodic review by bank regulatory agencies of our allowance for loan losses. As a result, there can be no assurance that our allowance for loan losses will be comparable to that of traditional banks subject to regulatory oversight or sufficient to absorb losses or prevent a material adverse effect on our business, financial condition and results of operations.

We face increasing competition and, if we do not compete effectively, our operating results could be harmed.

We compete with other companies that lend to small businesses. These companies include traditional banks, merchant cash advance providers and newer, technology-enabled lenders. In addition, other technology companies that primarily lend to individual consumers have already begun to focus, or may in the future focus, their efforts on lending to small businesses.

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In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other financial relationships with specific industries such as restaurants. In other cases, some competitors may offer a broader range of financial products to our clients, and some competitors may offer a specialized set of specific products or services. Many of these competitors have significantly more resources and greater brand recognition than we do and may be able to attract customers more effectively than we do.

When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to exploit new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges, which could adversely affect our business, results of operations, financial condition and future growth.

To date, we have derived our revenue from a limited number of products and markets. Our efforts to expand our market reach and product portfolio may not succeed and may reduce our revenue growth.

We offer term loans and lines of credit to our customers in the United States and term loans to our customers in Canada. Many of our competitors offer a more diverse set of products to small businesses and in additional international markets. While we intend to eventually broaden the scope of products that we offer to our customers, there can be no assurance that we will be successful in such efforts. Failure to broaden the scope of products we offer to potential customers may inhibit the growth of repeat business from our customers and harm our operating results. There also can be no guarantee that we will be successful with respect to our current efforts in Canada, as well as any further expansion beyond the United States and Canada, if we decide to attempt such expansion at all, which may also inhibit the growth of our business.

In connection with our sale of loans to our subsidiaries and through OnDeck Marketplace, we make representations and warranties concerning the loans we sell. If those representations and warranties are not correct, we could be required to repurchase the loans. Any significant required repurchases could have an adverse effect upon our ability to operate and fund our business.

In our asset-backed securitization facility and our other asset-backed revolving debt facilities, we transfer loans to our subsidiaries and make numerous representations and warranties concerning the loans we transfer including representations and warranties that the loans meet the eligibility requirements. We also make representations and warranties in connection with the loans we sell through OnDeck Marketplace. If those representations and warranties are incorrect, we may be required to repurchase the loans. We have not been required to repurchase any loans in connection with our asset-backed securitization facility. In connection with OnDeck Marketplace and our asset-backed revolving debt facilities, we have been required to repurchase an immaterial amount of loans. Failure to repurchase such loans when required would constitute an event of default under the securitization and other asset-backed facilities and may constitute a termination event under the applicable OnDeck Marketplace agreement. There is no assurance, however, that we would have adequate resources to make such repurchases or, if we did make the repurchases, that such event might not have a material adverse effect on our business.

Many of our strategic partnerships are nonexclusive and subject to termination options that, if terminated, could harm the growth of our customer base and negatively affect our financial performance. Additionally, these partners are concentrated and the departure of a significant partner could have a negative impact on our operating results.

We rely on strategic partners for referrals of an increasing portion of the customers, to whom we issue loans and our growth depends in part on the growth of these referrals. In 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, loans issued to customers referred to us by our strategic partners constituted 5.5%, 9.2%, 9.5% and 12.8% of our total loan originations, respectively. Many of our strategic partnerships do not contain exclusivity provisions that would prevent such partners from providing leads to competing companies. In addition, the agreements governing these partnerships contain termination provisions that, if exercised, would

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terminate our relationship with these partners. These agreements also contain no requirement that a partner refer us any minimum number of leads. There can be no assurance that these partners will not terminate our relationship with them or continue referring business to us in the future, and a termination of the relationship or reduction in leads referred to us would have a negative impact on our revenue and operating results.

In addition, a small number of strategic partners refer to us a significant portion of the loans made within this channel. In 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, loans issued to customers referred to us by our top 4 strategic partners constituted 4.7%, 7.0%, 6.8% and 9.4% of our total loan originations, respectively. In the event that one or multiple of these significant strategic partners terminated our relationship or reduced the number of leads provided to us, our business would be harmed.

To the extent that Funding Advisor Program partners or direct sales agents mislead loan applicants or are engaged in disreputable behavior, our reputation may be harmed and we may face liability.

We rely on third-party independent advisors, including business loan brokers, which we call Funding Advisor Program partners, or FAPs, for referrals of a substantial portion of the customers to whom we issue loans. In 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, loans issued to customers whose applications were submitted to us via the FAP channel constituted 68.5%, 45.6%, 46.8% and 32.3% of our total number of loans, respectively. Because FAPs earn fees on a commission basis, FAPs may have incentive to mislead loan applicants, facilitate the submission by loan applicants of false application data or engage in other disreputable behavior so as to earn additional commissions on those inaccurate loan applications. We also rely on our direct sales agents for customer acquisition in our direct marketing channel, and these sales agents may also engage in disreputable behavior to increase our customer base. If FAPs or our direct sales agents mislead our customers, our customers are less likely to be satisfied with their experience and to become repeat customers, and we may be subject to costly and time-consuming litigation, each of which could harm our reputation and operating performance.

We may not have adequate funding capacity in the event that an unforeseen number of customers to whom we have extended a line of credit decide to draw their lines at the same time.

Our current capacity to fund our customers’ line of credit through existing debt facilities is limited. Accordingly, we maintain cash available to fund our customers’ lines of credit based on the amount that we foresee these customers drawing down. For example, if we make available a line of credit for $15,000 to a small business, we may only reserve a portion of this amount at any given time for immediate drawdown. We base the amount that we reserve on our analysis of aggregate portfolio demand and the historical activity of customers using the line of credit product. However, if we inaccurately predict the number of customers that draw down on their lines of credit at a certain time, or if these customers draw down in greater amounts than we forecast, we may not have enough funds available to lend to them. Failure to provide funds drawn down by our customers on their lines of credit may expose us to liability, damage our reputation and inhibit our growth.

As a result of becoming a public company, we will be obligated to maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

Following this offering, we will be required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on our management’s assessment of our internal controls.

We are currently evaluating our internal controls, identifying and remediating deficiencies in those internal controls and documenting the results of our evaluation, testing and remediation.

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In connection with our preparation of the financial statements for the year ended December 31, 2013, which were issued on September 29, 2014, we identified four control deficiencies that did not rise to the level of a material weakness, on an individual basis or in the aggregate, but did represent significant deficiencies in our internal control over financial reporting. A control deficiency is considered a significant deficiency if it represents a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company’s financial reporting. The particular deficiencies related to the effectiveness of our information technology controls, the formalization of key controls in certain operations and finance processes relating to the retention, documentation and evidence of reviews and approvals, the timely reconciliation of certain sub-ledgers and ledgers, and the financial statement close process, specifically the process of recording prepaid assets and expenses accurately. We have taken steps to address these deficiencies, and the actions we plan to take are subject to ongoing senior management review and audit committee oversight.

We cannot assure you that the measures we have taken, or will take, to remediate these significant deficiencies will be effective or that we will be successful in implementing them. Moreover, we cannot assure you that we have identified all significant deficiencies or that we will not in the future have additional significant deficiencies or identify material weaknesses. Our independent registered public accounting firm has not evaluated any of the measures we have taken, or that we propose to take, to address these significant deficiencies discussed above.

We also may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting that we are unable to remediate before the end of the same fiscal year in which the material weakness is identified or if we are otherwise unable to maintain effective internal controls over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.

We will be required to disclose material changes made in our internal controls and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” as defined in the JOBS Act. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our results of operations and our ability to attract and retain qualified executives and board members.

As a public company we will incur significant legal, accounting, and other expenses that we did not incur as a private company and these expenses will increase after we cease to be an “emerging growth company.” In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the New York Stock Exchange impose various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased, and will continue to increase, our legal, accounting and financial compliance costs and have made, and will continue to make, some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

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In addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning with the year ending December 31, 2015, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, or Section 404. As an “emerging growth company” we may elect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404. However, we may no longer avail ourselves of this exemption when we cease to be an “emerging growth company” and, when our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal control from our independent registered public accounting firm.

Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled engineering and data analytics personnel is extremely intense, and we continue to face difficulty identifying and hiring qualified personnel in many areas of our business. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, specifically in high-technology industries, often consider the value of any equity they may receive in connection with their employment. Any significant volatility in the price of our stock after this offering may adversely affect our ability to attract or retain highly skilled technical, financial and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect on our business.

We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees, including Noah Breslow, our Chief Executive Officer. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our

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business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our executive officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially and adversely affected.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

Since our founding, we have raised substantial equity and debt financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including increasing our marketing expenditures to improve our brand awareness, developing new products or services or further improving existing products and services, enhancing our operating infrastructure and acquiring complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. In addition, our agreements with our lenders contain restrictive covenants relating to our capital raising activities and other financial and operational matters, and any debt financing that we secure in the future could involve further restrictive covenants which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

Our agreements with our lenders contain a number of early payment triggers and covenants. A breach of such triggers or covenants or other terms of such agreements could result in an early amortization, default, and/or acceleration of the related funding facilities which could materially impact our operations.

Primary funding sources available to support the maintenance and growth of our business include, among others, an asset-backed securitization facility, other asset-backed revolving debt facilities and corporate debt. Our liquidity would be materially adversely affected by our inability to comply with various covenants and other specified requirements set forth in our agreements with our lenders which could result in the early amortization, default and/or acceleration of our existing facilities. Such covenants and requirements include financial covenants, portfolio performance covenants and other events. For a description of these covenants, requirements and events, see the section titled “Description of Indebtedness – Covenants and Events of Default for Debt Facilities.”

During an early amortization period or occurrence of an event of default, principal collections from the loans in our asset-backed facilities would be applied to repay principal under such facilities rather than being available on a revolving basis to fund purchases of newly originated loans. During the occurrence of an event of default under any of our facilities, the applicable lenders could accelerate the related debt and such lenders’ commitments to extend further credit under the related facility would terminate. Our asset-backed securitization trust would not be able to issue future series out of such securitization. If we were unable to repay the amounts due and payable under such facilities, the applicable lenders could seek remedies, including against the collateral pledged under such facilities. A default under one facility could also lead to default under other facilities due to cross-acceleration or cross-default provisions.

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An early amortization event or event of default would negatively impact our liquidity, including our ability to originate new loans, and require us to rely on alternative funding sources, which might increase our funding costs or which might not be available when needed. If we were unable to arrange new or alternative methods of financing on favorable terms, we might have to curtail the origination of loans, which could have a material adverse effect on our business, financial condition, operating results and cash flow, which in turn could have a material adverse effect on our ability to meet our obligations under our facilities.

We act as servicer with respect to our facilities. If we default in our servicing obligations, an early amortization event of default could occur with respect to the applicable facility and we could be replaced as servicer.

The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.

The regulatory environment in which lending institutions operate has become increasingly complex, and following the financial crisis of 2008, supervisory efforts to enact and apply relevant laws, regulations and policies have become more intense. Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely affect our ability to operate in the manner in which we currently conduct business or make it more difficult or costly for us to originate or otherwise make additional loans, or for us to collect payments on loans by subjecting us to additional licensing, registration and other regulatory requirements in the future or otherwise. For example, if our loans were determined for any reason not to be commercial loans, we would be subject to many additional requirements, and our fees and interest arrangements could be challenged by regulators or our borrowers. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to originate and service loans and perform our obligations to investors and other constituents.

A proceeding relating to one or more allegations or findings of our violation of such laws could result in modifications in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation. We cannot assure you that such claims will not be asserted against us in the future. To the extent it is determined that the loans we make to our customers were not originated in accordance with all applicable laws, we would be obligated to repurchase from the entity holding the applicable loan any such loan that fails to comply with legal requirements. We may not have adequate resources to make such repurchases.

Financial regulatory reform relating to asset-backed securities has not been fully implemented and could have a significant impact on our ability to access the asset-backed market.

We rely upon asset-backed financing for a significant portion of our funds with which to carry on our business. Asset-backed securities and the securitization markets were heavily affected by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) which was signed into law in 2010 and have also been a focus of increased regulation by the SEC. However, some of the regulations to be implemented under the Dodd-Frank Act have not yet been finalized and other asset-backed regulations that have been adopted by the SEC have delayed effective dates. For example, the Dodd-Frank Act mandates the implementation of rules requiring securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. In October of this year, the SEC adopted final rules in relation to such risk retention, but such rules will not be effective with respect to our transactions until late in 2016. In addition, the SEC previously proposed separate rules which would affect the disclosure requirements for registered as well as unregistered issuances of asset-backed securities. The SEC has recently adopted final rules which affect the disclosure requirements for registered issuances of asset-backed securities backed by residential mortgages, commercial mortgages, auto loans, auto leases and debt securities. However, final rules that would affect the disclosure requirements for registered issuances of asset-backed securities backed by other types of collateral or

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for unregistered issuances of asset-backed securities have not been adopted. Any of such rules if implemented could adversely affect our ability to access the asset-backed market or our cost of accessing that market.

Our success and future growth depend in part on our successful marketing efforts and increased brand awareness. Failure to effectively use our brand to convert sales may negatively affect our growth and our financial performance.

We believe that an important component of our growth will be continued market penetration through our direct marketing channel. To achieve this growth, we anticipate relying heavily on marketing and advertising to increase the visibility of the OnDeck brand with potential customers. The goal of this marketing and advertising is to increase the strength, recognition and trust in the OnDeck brand, drive more unique visitors to submit loan applications on our website, and ultimately increase the number of loans made to our customers. We incurred expenses of $18.1 million and $21.8 million on sales and marketing in the year ended December 31, 2013 and the nine months ended September 30, 2014, respectively.

Our business model relies on our ability to scale rapidly and to decrease incremental customer acquisition costs as we grow. If we are unable to recover our marketing costs through increases in website traffic and in the number of loans made by visitors to our platform, or if we discontinue our broad marketing campaigns, it could have a material adverse effect on our growth, results of operations and financial condition.

Customer complaints or negative publicity could result in a decline in our customer growth and our business could suffer.

Our reputation is very important to attracting new customers to our platform as well as securing repeat lending to existing customers. While we believe that we have a good reputation and that we provide our customers with a superior experience, there can be no assurance that we will continue to maintain a good relationship with our customers or avoid negative publicity. Any damage to our reputation, whether arising from our conduct of business, negative publicity, regulatory, supervisory or enforcement actions, matters affecting our financial reporting or compliance with SEC and New York Stock Exchange listing requirements, security breaches or otherwise could have a material adverse effect on our business.

Security breaches of customers’ confidential information that we store may harm our reputation and expose us to liability.

We store our customers’ bank information, credit information and other sensitive data. Any accidental or willful security breaches or other unauthorized access could cause the theft and criminal use of this data. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability.

Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation and we could lose customers.

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The collection, processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

We receive, transmit and store a large volume of personally identifiable information and other sensitive data from customers and potential customers. There are federal, state and foreign laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations including, but not limited to, the Gramm-Leach-Bliley Act, intended to protect the privacy of personal information that is collected, processed and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims and sustain monetary penalties and/or other harms to our business.

The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with our current policies and practices or require changes to the features of our platform. If either we or our third party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation and harm our business.

Our ability to collect payment on loans and maintain accurate accounts may be adversely affected by computer viruses, physical or electronic break-ins, technical errors and similar disruptions.

The automated nature of our platform may make it an attractive target for hacking and potentially vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Despite efforts to ensure the integrity of our platform, it is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, in which case there would be an increased risk of fraud or identity theft, and we may experience losses on, or delays in the collection of amounts owed on, a fraudulently induced loan. In addition, the software that we have developed to use in our daily operations is highly complex and may contain undetected technical errors that could cause our computer systems to fail. Because each loan that we make involves our proprietary automated underwriting process, and approximately two-thirds of our loans are underwritten using a fully-automated underwriting process that does not require manual review, any failure of our computer systems involving our automated underwriting process and any technical or other errors contained in the software pertaining to our automated underwriting process could compromise our ability to accurately evaluate potential customers, which would negatively impact our results of operations. Furthermore, any failure of our computer systems could cause an interruption in operations and result in disruptions in, or reductions in the amount of, collections from the loans we make to our customers.

Additionally, if a hacker were able to access our secure files, he or she might be able to gain access to the personal information of our customers. While we have taken steps to prevent such activity from affecting our platform, if we are unable to prevent such activity, we may be subject to significant liability, negative publicity and a material loss of customers, all of which may negatively affect our business.

Our business depends on our ability to collect payment on and service the loans we make to our customers.

We rely on unaffiliated banks for the Automated Clearing House (ACH) transaction process used to disburse the proceeds of newly originated loans to our customers and to automatically collect scheduled payments on the loans. As we are not a bank, we do not have the ability to directly access the ACH payment network, and must therefore rely on an FDIC-insured depository institution to process our transactions, including loan payments. Although we have built redundancy between these banks’ services, if we cannot continue to obtain such services from our current institutions or elsewhere, or if we cannot transition to another processor quickly, our ability to process payments will suffer. If we fail to adequately collect amounts owing in respect of the loans, as a result of the loss of direct debiting or otherwise, then payments to us may be delayed or reduced and our revenue and operating results will be harmed.

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We rely on data centers to deliver our services. Any disruption of service at these data centers could interrupt or delay our ability to deliver our service to our customers.

We currently serve our customers from two third-party data center hosting facilities in Piscataway, New Jersey and Denver, Colorado. The continuous availability of our service depends on the operations of these facilities, on a variety of network service providers, on third-party vendors and on data center operations staff. In addition, we depend on the ability of our third-party facility providers to protect the facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. If there are any lapses of service or damage to the facilities, we could experience lengthy interruptions in our service as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, our business could be harmed.

We designed our system infrastructure and procure and own or lease the computer hardware used for our services. Design and mechanical errors, failure to follow operations protocols and procedures could cause our systems to fail, resulting in interruptions in our platform. Any such interruptions or delays, whether as a result of third-party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with customers and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue and subject us to liability, which could materially adversely affect our business.

Demand for our loans may decline if we do not continue to innovate or respond to evolving technological changes.

We operate in a nascent industry characterized by rapidly evolving technology and frequent product introductions. We rely on our proprietary technology to make our platform available to customers, determine the creditworthiness of loan applicants, and service the loans we make to customers. In addition, we may increasingly rely on technological innovation as we introduce new products, expand our current products into new markets, and continue to streamline the lending process. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior customer experience, customers’ demand for our loans may decrease and our growth and operations may be harmed.

It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

Our ability to lend to our customers depends, in part, upon our proprietary technology, including our use of the OnDeck Score. We may be unable to protect our proprietary technology effectively which would allow competitors to duplicate our products and adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our proprietary technology without our consent. The pursuit of a claim against a third party for infringement of our intellectual property could be costly, and there can be no guarantee that any such efforts would be successful.

In addition, our platform may infringe upon claims of third-party intellectual property, and we may face intellectual property challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if we are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would negatively impact our financial performance. Furthermore, our technology may become obsolete, and there is no guarantee that we will be able to successfully develop, obtain or use new technologies to adapt our platform to compete with other lending platforms as they develop. If we cannot protect our proprietary technology from intellectual property challenges, or if the platform becomes obsolete, our ability to maintain our platform, make loans or perform our servicing obligations on the loans could be adversely affected.

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Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

We incorporate open source software into our proprietary platform and into other processes supporting our business. Such open source software may include software covered by licenses like the GNU General Public License and the Apache License. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that limits our use of the software, inhibits certain aspects of the platform and negatively affects our business operations.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If portions of our proprietary platform are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our platform or change our business activities. In addition to risks related to license requirements, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated, and could adversely affect our business.

We may evaluate, and potentially consummate, acquisitions, which could require significant management attention, disrupt our business, and adversely affect our financial results.

Our success will depend, in part, on our ability to grow our business. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. We also have never acquired a business before and therefore lack experience in integrating new technology and personnel. The risks we face in connection with acquisitions include:

• diversion of management time and focus from operating our business to addressing acquisition integration challenges;

• coordination of technology, product development and sales and marketing functions;

• transition of the acquired company’s customers to our platform;

• retention of employees from the acquired company;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• integration of the acquired company’s accounting, management information, human resources and other administrative systems;

• the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

• potential write-offs of loans or intangibles or other assets acquired in such transactions that may have an adverse effect our operating results in a given period;

• liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

• litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.

Our failure to address these risks or other problems encountered in connection with our future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments,

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cause us to incur unanticipated liabilities and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition. Also, the anticipated benefits of any acquisitions may not materialize.

We may not be able to utilize a significant portion of our net operating loss carryforwards, which could harm our results of operations.

We had U.S. federal net operating loss carryforwards of approximately $47.5 million as of December 31, 2013. These net operating loss carryforwards will begin to expire at various dates beginning in 2027. As of December 31, 2013, we recorded a full valuation allowance of $26.2 million against our net deferred tax asset.

The Internal Revenue Code of 1986, as amended, or the Code, imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Events which may cause limitation in the amount of the net operating losses and other tax attributes that are able to be utilized in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period, which has occurred as a result of historical ownership changes. Accordingly, our ability to use pre-change net operating loss and certain other attributes are limited as prescribed under Sections 382 and 383 of the Code. Therefore, if we earn net taxable income in the future, our ability to reduce our federal income tax liability with our existing net operating losses is subject to limitation. Although we believe that this offering may result in another cumulative ownership change under Sections 382 and 383 of the Code, we do not believe that any resulting limitation will further limit our ability to ultimately utilize our net operating loss carryforwards and other tax attributes in a material way. Future offerings, as well as other future ownership changes that may be outside our control could potentially result in further limitations on our ability to utilize our net operating loss and tax attributes. Accordingly, achieving profitability may not result in a full release of the valuation allowance.

Our business is subject to the risks of earthquakes, fire, power outages, flood, and other catastrophic events, and to interruption by man-made problems such as terrorism.

Events beyond our control may damage our ability to accept our customers’ applications, underwrite loans, maintain our platform or perform our servicing obligations. In addition, these catastrophic events may negatively affect customers’ demand for our loans. Such events include, but are not limited to, fires, earthquakes, terrorist attacks, natural disasters, computer viruses and telecommunications failures. Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other unanticipated problems at our leased facilities. As we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high-quality customer service, such disruptions could harm our ability to run our business and cause lengthy delays which could harm our business, results of operations and financial condition. We currently are not able to switch instantly to our backup center in the event of failure of the main server site. This means that an outage at one facility could result in our system being unavailable for a significant period of time. Our business interruption insurance may not be sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures. A system outage or data loss could harm our business, financial condition and results of operations.

Risks Related to this Offering, the Securities Markets and Ownership of Our Common Stock

The price of our common stock may be volatile and the value of your investment could decline.

Technology stocks have historically experienced high levels of volatility. The trading price of our common stock following this offering may fluctuate substantially. Following the completion of this offering, the market price of our common stock may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could

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cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

• announcements of new products, services or technologies, relationships with strategic partners, acquisitions or other events by us or our competitors;

• changes in economic conditions;

• changes in prevailing interest rates;

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of technology companies in general and of companies in our industry;

• fluctuations in the trading volume of our shares or the size of our public float;

• actual or anticipated changes in our operating results or fluctuations in our operating results;

• quarterly fluctuations in demand for our loans;

• whether our operating results meet the expectations of securities analysts or investors;

• actual or anticipated changes in the expectations of investors or securities analysts;

• regulatory developments in the United States, foreign countries or both;

• major catastrophic events;

• sales of large blocks of our stock; or

• departures of key personnel.

In addition, if the market for technology stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, operating results and financial condition.

Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Based on the total number of outstanding shares of our common stock as of September 30, 2014, upon completion of this offering, we will have              shares of common stock outstanding, assuming no exercise of our outstanding options. All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act.

Subject to certain exceptions described under the section titled “Underwriters,” we and all of our directors and officers and substantially all of our equity holders have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated for a period of 180 days from the date of this prospectus. When the

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lock-up period expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. See the section titled “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration, or the perception that such sales may occur, or early release of the lock-up, could cause our share price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

Upon completion of this offering, the holders of an aggregate of 28,431,830 shares of our common stock (including shares issuable pursuant to the exercise of warrants to purchase common stock), or their permitted transferees, will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock and their affiliates, in the aggregate, will beneficially own approximately     % of the outstanding shares of our common stock after this offering, based on the number of shares outstanding as of September 30, 2014 and after giving effect to the exercise of options in connection with this offering. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We cannot assure you that a market will develop for our common stock or what the market price of our common stock will be.

Although we intend to apply for listing on the New York Stock Exchange, we cannot assure you that an active trading market for our common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. We cannot predict the prices at which our common stock will trade. The initial public offering price of our common stock was determined by negotiations with the underwriters and may not bear any relationship to the market price at which our common stock will trade after this offering or to any other established criteria of the value of our business.

We have broad discretion in the use of the net proceeds that we receive in this offering.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our stock and thereby enable access to the public equity markets by our employees and stockholders, obtain additional capital and increase our visibility in the marketplace. We have not yet determined the specific allocation of the net proceeds that we receive in this offering. Rather, we intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, sales and marketing activities, product development, including the use of our own capital to finance new product originations, investment in our technology and analytics, general and administrative matters and capital expenditures. We also may use a portion of the net proceeds to fund continued originations growth or to acquire

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complementary businesses, products, services or technologies. Accordingly, our management will have broad discretion over the specific use of the net proceeds that we receive in this offering and might not be able to obtain a significant return, if any, on investment of these net proceeds. Investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds. If we do not use the net proceeds that we receive in this offering effectively, then our business, operating results and financial condition could be harmed.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the listing standards of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” as defined in the recently enacted Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

However, for so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until we are no longer an “emerging growth company.”

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We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our Audit Committee, Compensation Committee, Risk Management Committee and as qualified executive officers.

We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Because the initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price will be substantially higher than the pro forma net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate dilution of $             per share, the difference between the price per share you pay for our common stock and its pro forma net tangible book value per share as of September 30, 2014, after giving effect to the issuance of shares of our common stock in this offering. See the section titled “Dilution” for more information.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts should cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

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Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon completion of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

• a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

• the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

• the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate an unsolicited takeover attempt; and

• advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenue, projected expenses, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict, “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our ability to attract potential customers to our platform;

• the degree to which potential customers apply for, are approved for and actually borrow via a loan;

• our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, and ability to achieve, and maintain, future profitability;

• anticipated trends, growth rates and challenges in our business and in the markets in which we operate;

• the status of customers and the ability of customers to repay loans;

• our ability to anticipate market needs and develop new and enhanced products and services to meet those needs, and our ability to successfully monetize them;

• interest rates and origination fees on loans;

• maintaining and expanding our customer base;

• the impact of competition in our industry and innovation by our competitors;

• our anticipated growth and growth strategies and our ability to effectively manage that growth;

• our ability to sell our products and expand;

• our failure to anticipate or adapt to future changes in our industry;

• our ability to hire and retain necessary qualified employees to expand our operations;

• the impact of any failure of our solutions;

• our reliance on our third-party service providers;

• the evolution of technology affecting our products, services and markets;

• our compliance with applicable local, state and federal laws;

• our compliance with applicable regulatory developments and regulations that currently apply or become applicable to our business;

• our ability to adequately protect our intellectual property;

• the anticipated effect on our business of litigation to which we are a party;

• our ability to stay abreast of new or modified laws;

• the increased expenses and administrative workload associated with being a public company;

• failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;

• our liquidity and working capital requirements and our plans for the net proceeds from this offering;

• the estimates and estimate methodologies used in preparing our consolidated financial statements;

• the future trading prices of our common stock and the impact of securities analysts’ reports on these prices; and

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• our ability to prevent security breaks, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service the loans.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in “Risk Factors” and elsewhere in this prospectus. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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INDUSTRY AND MARKET DATA

This prospectus contains estimates, statistical data, and other information concerning our industry, including market size and growth rates, that are based on industry publications, surveys and forecasts, including those by Civic Economics, Oliver Wyman, Gallup, National Small Business Association and other publicly available sources. The industry and market information included in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information.

The sources of industry and market data contained in this prospectus are listed below:

• Civic Economics, Indie Impact Study Series: A National Comparative Survey with the American Booksellers Association, October 2012.

• eVoice, 25 Hour Day Survey, March 2012.

• FDIC, Loans to Small Businesses and Farms, FDIC-Insured Institutions 1995-2014, Q2 2014.

• Federal Reserve Bank of New York, Small Business Credit Survey Q4 2013, February 2014.

• Gallup, Wells Fargo Small Business Survey Topline, Quarter 2 2014, 2014.

• National Small Business Association, 2013 Small Business Technology Survey, September 2013.

• Karen Gordon Mills and Brayden McCarthy, The State of Small Business Lending: Credit Access during the Recovery and How Technology May Change the Game, Harvard Business School, July 22, 2014.

• Oliver Wyman, Financing Small Businesses, 2013.

• Oliver Wyman, Small Business Banking, 2013.

• U.S. Small Business Administration, Small Business GDP: Update 2002-2010, January 2012.

• U.S. Small Business Administration, United States Small Business Profile, 2014.

The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause our actual results to differ materially from those expressed in the estimates made by the independent parties and by us.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of             shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $         million, or $         million if the underwriters’ option to purchase additional shares is exercised in full. A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

We currently intend to use the net proceeds to us from this offering primarily for general corporate purposes, including working capital, sales and marketing activities, data and analytics enhancements, product development, capital expenditures and to fund a portion of the loans made to our customers. We may also use a portion of the net proceeds to invest in or acquire technologies, solutions or businesses that complement our business and for targeted international expansion. However, we have no present agreements or commitments for any such investments, acquisitions or expansion. We will have broad discretion over the uses of the net proceeds in this offering. Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2014 on:

• an actual basis;

• on a pro forma basis to give effect to:

• the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into 23,725,822 shares of our common stock upon the completion of this offering; and

• the reclassification of the remaining preferred stock warrant liability to additional paid in capital upon the automatic conversion of our preferred stock warrants into common stock warrants upon the completion of this offering.

• on a pro forma as adjusted basis to reflect our receipt of the net proceeds from our sale of                 shares of common stock in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.

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	As of September 30, 2014
	Actual			Pro forma			Pro forma as     adjusted(1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	22,642		$	22,642
Corporate debt(2)	$	3,000		$	3,000
Warrant liability		2,802			—
Capital lease obligations		436			436
Capital liabilities		6,238			3,436
Redeemable convertible preferred stock:
Series A preferred stock, par value $.01, 2,219,331 shares authorized, issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		2,657			—
Series B preferred stock, par value $.01, 5,631,851 shares authorized, issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		29,860			—
Series C preferred stock, par value $.01, 4,867,769 shares authorized, issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		25,975			—
Series C-1 preferred stock, par value $.01, 1,293,220 shares authorized, 1,155,720 shares issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		12,932			—
Series D preferred stock, par value $.01, 7,233,878 shares authorized, issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		66,326			—
Series E preferred stock, par value $.01, 2,700,000 shares authorized, 2,617,273 shares issued and outstanding at September 30, 2014, no shares issued and outstanding pro forma		80,613			—
Total redeemable convertible preferred stock		218,363			—
Stockholders’ (deficit) equity:
Common stock, par value $0.01, 40,000,000 shares authorized and 4,354,496 shares issued and outstanding, actual; 40,000,000 shares authorized and 28,080,318 shares issued and outstanding, pro forma; and              shares authorized and              shares issued and outstanding, pro forma as adjusted		59			296
Treasury stock—at cost		(5,656	)		(5,656	)
Additional paid-in capital		4,885			225,813
Accumulated deficit		(119,721	)		(119,721	)
Total stockholders’ (deficit) equity		(120,433	)		100,732
Total capitalization	$	104,168		$	104,168		$

(1) Each $1.00 increase or decrease in the assumed initial public offering price of $        per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, additional paid in capital, total stockholders’ equity and total capitalization by approximately $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. Similarly, each increase or decrease of one million shares in the number of shares offered by us in this offering would increase or decrease, as applicable, cash and cash equivalents, additional paid in capital, total stockholders’ equity and total capitalization by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions.

(2) Corporate debt is used to fund general corporate operations and excludes $347.2 million of debt used to fund loan originations, which is non-recourse to On Deck Capital, Inc.

The number of shares of our common stock set forth in the table above excludes:

• 4,985,401 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2014, with a weighted average exercise price of $7.51 per share and per share exercise prices ranging from $0.53 to $21.32;

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• 149,000 shares of common stock issuable upon the exercise of options granted after September 30, 2014, with an exercise price of $24.76 per share;

•                 shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, which will become effective in connection with this offering;

•                 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan, which will become effective in connection with this offering;

• 1,806,263 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2014, with a weighted average exercise price of $13.89 per share and per share exercise prices ranging from $0.65 to $29.42; and

• 1,000 shares of common stock issuable upon the exercise of one warrant issued after September 30, 2014, with an exercise price of $24.76 per share.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this initial public offering and the pro forma as adjusted net tangible book value per share of common stock immediately after this offering.

As of September 30, 2014, our pro forma net tangible book value was approximately $100.7 million, or $3.34 per share of common stock. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the shares of common stock outstanding at September 30, 2014, assuming the conversion of all outstanding shares of our redeemable convertible preferred stock into common stock and the exercise of all vested options and warrants.

After giving effect to our sale of                 shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the front cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value at September 30, 2014 would have been $         , or $         per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $         per share to existing stockholders and an immediate dilution of $         per share to new investors purchasing shares in this offering.

The following table illustrates this dilution:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of September 30, 2014	3.34
Increase per share attributable to this offering	—
Pro forma as adjusted net tangible book value per share after this offering
Net tangible book value dilution per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) our pro forma net tangible book value, as adjusted to give effect to this offering, by $         per share and the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering by $         per         share, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

If the underwriters exercise their option to purchase additional shares in full, the following will occur:

• the pro forma net tangible book value per share of our common stock after giving effect to this offering would be $         per share, and the dilution in net tangible book value per share to investors in this offering would be $         per share.

• the pro forma as adjusted percentage of shares of our common stock held by existing stockholders will decrease to approximately     % of the total number of pro forma as adjusted shares of our common stock outstanding after this offering; and

• the pro forma as-adjusted number of shares of our common stock held by investors participating in this offering will increase to         , or approximately     % of the total pro forma as-adjusted number of shares of our common stock outstanding after this offering.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2014, assuming the conversion of all outstanding shares of our redeemable convertible preferred stock into common stock and the exercise of all vested options and warrants, the total number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and by new

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investors purchasing shares in this offering at the initial public offering price of $         per share, the midpoint of the price range set forth on the front cover of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses:

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			Per Share
Existing stockholders		28,080,318			%	$	183,260,799			%	$
Exercised options and warrants		2,097,931					3,385,868				$	1.61
New investors
Total				100	%	$			100	%

Each $1.00 increase (decrease) in the assumed public offering price of $         per share, the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and the average price per share paid by all stockholders by $         million, $         million and $        , respectively, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

The foregoing discussion and tables exclude:

•                 shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, which will become effective in connection with this offering; and

•                 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan, which will become effective in connection with this offering.

The foregoing discussion and tables assume the following:

• a         -for-1 forward stock split of our common stock and redeemable convertible preferred stock to be effected prior to the completion of this offering;

• the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 23,725,822 shares of common stock immediately prior to the completion of this offering with original issuance prices ranging from $0.73 to $29.42 and averaging $7.68;

• the filing of our amended and restated certificate of incorporation in connection with the completion of this offering;

• an IPO price per share in excess of our highest option and warrant exercise prices;

• the exercise of options to purchase 1,397,416 vested shares of common stock outstanding as of September 30, 2014 with exercise prices ranging from $0.53 to $21.32 and averaging $1.36 per share;

• the exercise of vested warrants to purchase 700,515 shares of common stock outstanding as of September 30, 2014 (including warrants to purchase our redeemable convertible preferred stock that will automatically convert to warrants to purchase common stock upon the completion of this offering) with exercise prices ranging from $0.65 to $29.42 and averaging $2.12 per share; and

• no exercise of the underwriters’ option to purchase additional shares.

To the extent that any options and warrants become exercisable, new investors will experience further dilution. In addition, we may grant more options and warrants in the future.

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SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected consolidated financial data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended September 30, 2013 and 2014 and balance sheet data as of September 30, 2014 are derived from our unaudited consolidated interim financial statements included elsewhere in this prospectus. The unaudited consolidated financial data for the nine months ended September 30, 2013 and 2014 and as of September 30, 2014 includes all adjustments, consisting only of normal recurring accruals, that are necessary in the opinion of our management for a fair presentation of our financial position and results of operations for these periods. Our historical results are not necessarily indicative of the results that may be expected in any future period.

	Year Ended December 31,						Nine Months Ended September 30,
	2012			2013			2013			2014
	(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Revenue:
Interest income	$	25,273		$	62,941		$	41,073		$	99,873
Gain on sales of loans		—			788			—			4,569
Other revenue		370			1,520			1,004			3,131
Gross revenue		25,643			65,249			42,077			107,573
Cost of revenue:
Provision for loan losses		12,469			26,570			16,300			47,011
Funding costs		8,294			13,419			9,400			12,531
Total cost of revenue		20,763			39,989			25,700			59,542
Net revenue		4,880			25,260			16,377			48,031
Operating expenses:
Sales and marketing		6,633			18,095			13,566			21,799
Technology and analytics		5,001			8,760			6,090			11,357
Processing and servicing		2,919			5,577			3,746			5,928
General and administrative		6,935			12,169			9,158			13,968
Total operating expenses		21,488			44,601			32,560			53,052
Loss from operations		(16,608	)		(19,341	)		(16,183	)		(5,021	)
Other (expense) income:
Interest expense		(88	)		(1,276	)		(1,070	)		(274	)
Warrant liability fair value adjustment		(148	)		(3,739	)		(1,496	)		(9,122	)
Total other (expense) income		(236	)		(5,015	)		(2,566	)		(9,396	)
Loss before provision for income taxes		(16,844	)		(24,356	)		(18,749	)		(14,417	)
Provision for income taxes		—			—			—			—
Net loss		(16,844	)		(24,356	)		(18,749	)		(14,417	)
Series A and Series B redeemable convertible preferred stock redemptions		—			(5,254	)		(5,254	)		—
Accretion of dividends on redeemable convertible preferred stock		(3,440	)		(7,470	)		(5,414	)		(9,828	)
Net loss attributable to common stockholders	$	(20,284	)	$	(37,080	)	$	(29,417	)	$	(24,245	)
Net loss per share of common stock—basic and diluted	$	(8.54	)	$	(17.28	)	$	(13.73	)	$	(8.48	)
Pro forma net loss per share of common stock—basic and diluted(1)				$	(0.96	)				$	(0.21	)
Weighted average shares of common stock used in computing net loss per share—basic and diluted		2,375,220			2,146,013			2,142,568			2,857,871
Weighted average shares of common stock used in computing pro forma net loss per share—basic and diluted(1)					21,544,497						25,583,884
Stock-based compensation expense included above:
Sales and marketing	$	47		$	118		$	71		$	325
Technology and analytics		7			47			20			290
Processing and servicing		9			30			15			126
General and administrative		166			243			161			706
Total stock-based compensation expense	$	229		$	438		$	267		$	1,447
Other financial data:
Adjusted EBITDA(2)	$	(14,834	)	$	(16,258	)	$	(14,152	)	$	(726	)
Adjusted net loss(3)	$	(16,467	)	$	(20,179	)	$	(16,986	)	$	(3,848	)

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(1) Pro forma basic and diluted net loss per share of common stock have been calculated assuming (i) the conversion of all outstanding shares of redeemable convertible preferred stock at December 31, 2013 and September 30, 2014 into an aggregate of 20,549,165 and 23,725,822 shares of common stock, respectively, as of the beginning of the applicable period or at the time of issuance, if later, (ii) the redemption of Series A and Series B preferred stock as of the beginning of the applicable period, and (iii) the reclassification of outstanding preferred stock warrants from liabilities to additional paid-in capital as of the beginning of the applicable period.

(2) Adjusted EBITDA is not a financial measure prepared in accordance with GAAP. Adjusted EBITDA represents our net loss, adjusted to exclude interest expense associated with debt used for corporate purposes, income tax expense, depreciation and amortization, stock-based compensation expense and warrant liability fair value adjustment. Adjusted EBITDA does not adjust for funding costs, which represent the interest expense associated with debt used for lending purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with GAAP.

(3) Adjusted net loss is not a financial measure prepared in accordance with GAAP. We define Adjusted net loss as net loss adjusted to exclude stock-based compensation expense and warrant liability fair value adjustment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted net loss to net loss, the most directly comparable financial measure calculated in accordance with GAAP.

	As of December 31,						As of September 30, 2014
	2012			2013			Actual			Pro forma(1)		Pro forma as adjusted(2)
							(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	7,386		$	4,670		$	22,642		$	22,642	$
Restricted cash		9,195			14,842			22,615			22,615
Loans, net of allowance for loan losses		81,687			203,078			393,635			393,635
Loans held for sale		—			1,423			2,653			2,653
Total assets		106,510			235,450			466,007			466,007
Debt(3)		104,297			203,297			350,204			350,204
Total liabilities		110,443			216,587			368,077			365,275
Total redeemable convertible preferred stock		53,226			118,343			218,363			—
Total stockholders’ (deficit) equity		(57,159	)		(99,480	)		(120,433	)		100,732

(1) The pro forma column reflects the conversion of all outstanding shares of convertible preferred stock at September 30, 2014 into 23,725,822 shares of common stock immediately prior to the closing of this offering. The consideration paid for each share of convertible preferred stock outstanding at September 30, 2014 ranged from $0.73 to $29.42 and averaged $7.68. Each share of preferred stock will convert into one share of common stock without the payment of additional consideration. The conversion of the convertible preferred stock and the warrant liability reduces total redeemable convertible preferred stock and total liabilities by $218.4 million and $2.8 million, respectively.

(2) The pro forma as adjusted column reflects the pro forma adjustments described in footnote (1) above and the sale by us of shares of common stock in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) each of pro forma as adjusted cash and cash equivalents, working capital and total assets by $         and decrease (increase) pro forma as adjusted total stockholders’ (deficit) equity by approximately $        , assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price, number of shares offered and other terms of this offering determined at pricing.

(3) Debt includes funding debt used to fund loan originations, which is non-recourse to On Deck Capital, Inc., and corporate debt used to fund general corporate operations. Corporate debt as of December 31, 2012, December 31, 2013, September 30, 2014 and September 30, 2014 pro forma was $8.0 million, $15.0 million, $3.0 million, and $3.0 million, respectively, with the balance of Debt at each date being loan origination funding debt.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a leading online platform for small business lending. We are seeking to transform small business lending by making it efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary OnDeck Score, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more than $1.7 billion in loans and collected more than 4.4 million customer payments since we made our first loan in 2007. Our loan originations have increased at a compound annual growth rate of 127% from 2011 to 2013 and had a year-over-year growth rate of 171% for the nine months ended September 30, 2014.

We generate the majority of our revenue through interest income and fees earned on the term loans we retain. Our term loans are obligations of small businesses with fixed dollar repayments, in principal amounts ranging from $5,000 to $250,000 and with maturities of 3 to 24 months. In September 2013, we expanded our product offerings by launching a line of credit product with a maximum line size of $25,000, repayable within six months of the date of the latest funds draw. We earn interest on the balance outstanding and charge a monthly fee as long as the line of credit is available. In October 2013, we also began generating revenue by selling some of our term loans to third-party institutional investors through our OnDeck Marketplace. The balance of our revenue comes from our servicing and other fee income, which primarily consists of fees we receive for servicing loans we have sold to third-party institutional investors and marketing fees from issuing bank partners. For the years ended December 31, 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, loans originated via issuing bank partners constituted 21.1%, 16.1%, 16.2% and 16.7% of our total loan originations, respectively.

We rely on a diversified set of funding sources for the capital we lend to our customers. Our primary source of this capital has historically been debt facilities with various financial institutions. As of September 30, 2014, we had $172.2 million outstanding and $312.6 million total borrowing capacity under such debt facilities. In October 2013, we began selling term loans to third-party institutional investors through our OnDeck Marketplace. We have sold approximately $92.5 million in loans to OnDeck Marketplace investors through September 30, 2014. In addition, we completed our first securitization transaction in May 2014, pursuant to which we issued debt that is secured by a revolving pool of OnDeck small business loans. We raised approximately $175.0 million from this securitization transaction. We have also used proceeds from our preferred stock financings and operating cash flow to fund loans in the past and continue to finance a portion of our outstanding loans with these funds. As of September 30, 2014, 44% of total principal outstanding under our term loan and line of credit products that are subject to external funding or sale to OnDeck Marketplace investors were financed via proceeds raised from our securitization transaction, while 46% were funded via our debt facilities and 10% were funded via OnDeck Marketplace.

We originate loans through direct marketing, including direct mail, social media, and other online marketing channels. We also originate loans through referrals from our strategic partners, including banks, payment processors and small business-focused service providers, and through funding advisors who advise small businesses on available funding options.

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The following table summarizes the percentage of loans originated by our three distribution channels for the periods indicated:

	Year Ended December 31, 2012			Year Ended December 31, 2013			9 Months Ended September 30, 2014			3 Months Ended September 30, 2014
Percentage of Originations (Number of Loans)
Direct		23.4	%		44.1	%		54.4	%		56.2	%
Strategic Partner		8.0	%		10.3	%		13.4	%		14.9	%
Funding Advisor		68.5	%		45.6	%		32.3	%		28.9	%
Percentage of Originations (Dollars)
Direct		19.4	%		34.4	%		43.0	%		46.8	%
Strategic Partner		5.5	%		9.2	%		12.7	%		13.8	%
Funding Advisor		75.1	%		56.4	%		44.3	%		39.4	%

We have achieved the following significant milestones:

• We made our first small business loan in August 2007, which we believe was one of the first commercial loans requiring automatic daily payback from customers’ bank accounts via Automated Clearing House, or ACH.

• We have maintained an A+ rating from the Better Business Bureau since May 2008.

• We introduced the first generation of the OnDeck Score in February 2009, which analyzed over 200 data attributes relevant to a small business’s creditworthiness.

• In September 2009, we began automatic collection of external bank data to accelerate our loan application and underwriting processes.

• We introduced the third generation of the OnDeck Score in February 2012, which analyzed over 800 data attributes.

• Google Ventures invested in our Series D Preferred Stock financing in April 2013.

• We introduced the fourth generation of the OnDeck Score in August 2013, which analyzed over 2,000 data attributes.

• In September 2013, we introduced a line of credit product.

• In October 2013, we launched the OnDeck Marketplace.

• Tiger Global invested in our Series E Preferred Stock financing in February 2014.

• We surpassed $1 billion in cumulative loan originations in March 2014.

• In May 2014, we completed our first securitization transaction.

• We made our first loan in Canada in May 2014.

We generated gross revenue of $25.6 million and $65.2 million during the years ended December 31, 2012 and 2013, respectively, representing an increase of 155%. During the nine months ended September 30, 2013 and 2014, we generated gross revenue of $42.1 million and $107.6 million, respectively, representing an increase of 156%. To date, substantially all of our revenue has been generated in the United States, although we have recently begun offering our products in Canada.

Our Adjusted EBITDA, which is described in further detail in the section below titled “—Key Financial and Operating Metrics,” was $(14.8) million, $(16.3) million, $(14.2) million and $(0.7) million for the years ended December 31, 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, respectively. We incurred net losses of $16.8 million, $24.4 million, $18.7 million and $14.4 million for the years ended December 31, 2012 and 2013 and for the nine months ended September 30, 2013 and 2014, respectively. In the three months ended September 30, 2014, we generated Adjusted EBITDA of $2.6 million, income from operations of $0.7 million and net income of $0.4 million.

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Key Financial and Operating Metrics

We regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions.

	As of or for the Year Ended December 31,						As of or for the Nine Months Ended September 30,
	2012			2013			2013			2014
	(dollars in thousands)
Originations	$	173,246		$	458,917		$	290,932		$	788,306
Unpaid Principal Balance	$	90,276		$	215,966		$	173,805		$	422,050
Average Loans	$	61,352		$	147,398		$	128,618		$	323,539
Effective Interest Yield		41.2	%		42.7	%		42.6	%		41.2	%
Average Funding Debt Outstanding	$	62,043		$	124,238		$	108,223		$	252,152
Cost of Funds Rate		13.4	%		10.8	%		11.6	%		6.6	%
Provision Rate		7.2	%		6.0	%		5.6	%		6.6	%
Reserve Ratio		10.3	%		9.0	%		8.5	%		9.4	%
15+ Day Delinquency Ratio		8.9	%		7.6	%		6.9	%		5.4	%
Adjusted EBITDA	$	(14,834	)	$	(16,258	)	$	(14,152	)	$	(726	)
Adjusted Net (Loss) Income	$	(16,467	)	$	(20,179	)	$	(16,986	)	$	(3,848	)

Originations

Originations represent the total principal amount of the term loans we made during the period, plus the total amount drawn on lines of credit during the period. Originations exclude any fees paid to us by the customer in connection with the origination of a term loan or maintenance of a line of credit. Many of our repeat customers renew their loans before their existing loan is fully repaid. For originations, such repeat loans are calculated as the full renewal loan principal, rather than the net funded amount, which is the renewal loan’s principal net of the unpaid principal balance on the existing loan. We treat loans referred to, and funded by, our issuing bank partners and later purchased by us as part of our originations. For the years ended December 31, 2012 and 2013, and the nine months ended September 30, 2013 and 2014, the rate of originations from repeat customers as a percentage of total originations during the period was 43.8%, 43.5%, 43.6% and 49.2%, respectively.

Unpaid Principal Balance

Unpaid Principal Balance represents the total amount of principal outstanding for term loans held for investment and amounts outstanding under lines of credit at the end of the period. It excludes net deferred origination costs, allowance for loan losses and any loans sold or held for sale at the end of the period.

Average Loans

Average Loans for the period is the simple average of Total Loans outstanding as of the beginning of the period and as of the end of each quarter in the period. Total Loans represents the Unpaid Principal Balance, plus net deferred origination costs.

Effective Interest Yield

Effective Interest Yield is the rate of return we achieve on loans outstanding during a period, which is our annualized interest income divided by Average Loans.

Net deferred origination costs in Total Loans consist of deferred origination fees and costs. Deferred origination fees include fees paid up front by customers when loans are funded and decrease the carrying value of

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loans, thereby increasing the Effective Interest Yield earned. Deferred origination costs are limited to costs directly attributable to originating loans such as commissions, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to loan origination and increase the carrying value of loans, thereby decreasing the Effective Interest Yield earned.

Average Funding Debt Outstanding

Funding debt outstanding is the debt that we use for our lending activities and does not include our corporate operating debt. Average Funding Debt Outstanding for the period is the simple average of the funding debt outstanding as of the beginning of the period and as of the end of each quarter in the period.

Cost of Funds Rate

Cost of Funds Rate is our funding cost, which is the interest expense, fees, and amortization of deferred issuance costs we incur in connection with our lending activities across all of our debt facilities, divided by the Average Funding Debt Outstanding, then annualized.

Provision Rate

Provision Rate equals the provision for loan losses divided by the new originations volume of loans held for investment in a period. Because we reserve for probable credit losses inherent in the portfolio upon origination, this rate is significantly impacted by the period’s originations volume. This rate may also be impacted by changes in loss expectations for loans originated prior to the commencement of the period.

Reserve Ratio

Reserve Ratio is our allowance for loan losses as of the end of the period divided by the Unpaid Principal Balance as of the end of the period.

15+ Day Delinquency Ratio

15+ Day Delinquency Ratio equals the aggregate Unpaid Principal Balance for our loans that are 15 or more calendar days past due as of the end of the period as a percentage of the Unpaid Principal Balance for such period. The majority of our loans require daily repayments, excluding weekends and holidays, and therefore may be deemed delinquent more quickly than loans that require only monthly payments.

15+ Day Delinquency Ratio is not annualized, but reflects balances as of the end of the period.

Non-GAAP Financial Measures

We believe that the provision of non-GAAP metrics in this prospectus can provide a useful measure for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP metrics are not a measure calculated in accordance with United States generally accepted accounting principles, or GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with GAAP. Other companies may calculate these non-GAAP metrics differently than we do.

Adjusted EBITDA

Adjusted EBITDA represents our net (loss) income, adjusted to exclude interest expense associated with debt used for corporate purposes (rather than funding costs associated with lending activities), income tax expense, depreciation and amortization, stock-based compensation expense and warrant liability fair value adjustment.

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EBITDA is impacted by changes from period to period in the fair value of the liability related to preferred stock warrants. Management believes that adjusting EBITDA to eliminate the impact of the changes in fair value of these warrants is useful to analyze the operating performance of the business, unaffected by changes in the fair value of preferred stock warrants which are not relevant to the ongoing operations of the business. All such preferred stock warrants will convert to common stock warrants upon our public offering.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

• Adjusted EBITDA does not reflect interest associated with debt used for corporate purposes or tax payments that may represent a reduction in cash available to us;

• Adjusted EBITDA does not reflect the potential costs we would incur if certain of our warrants were settled in cash.

The following table presents a reconciliation of net (loss) income to Adjusted EBITDA for each of the periods indicated:

	Year Ended December 31,						Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2013			2013			2014			2014
	(in thousands)
Adjusted EBITDA
Net (loss) income	$	(16,844	)	$	(24,356	)	$	(18,749	)	$	(14,417	)	$	354
Adjustments:
Corporate interest expense		88			1,276			1,070			274			55
Income tax expense		—			—			—			—			—
Depreciation and amortization		1,545			2,645			1,764			2,848			1,093
Stock-based compensation expense		229			438			267			1,447			809
Warrant liability fair value adjustment		148			3,739			1,496			9,122			300
Adjusted EBITDA	$	(14,834	)	$	(16,258	)	$	(14,152	)	$	(726	)	$	2,611

Adjusted Net (Loss) Income

Adjusted net (loss) income represents our net loss adjusted to exclude stock-based compensation expense and warrant liability fair value adjustment, each on the same basis and with the same limitations as described above for Adjusted EBITDA.

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The following table presents a reconciliation of net (loss) income to Adjusted Net (Loss) Income for each of the periods indicated:

	Year Ended December 31,						Nine Months Ended September 30,						Three Months Ended September 30,
	2012			2013			2013			2014			2014
	(in thousands)
Adjusted Net (Loss) Income
Net (loss) income	$	(16,844	)	$	(24,356	)	$	(18,749	)	$	(14,417	)	$	354
Adjustments:
Stock-based compensation expense		229			438			267			1,447			809
Warrant liability fair value adjustment		148			3,739			1,496			9,122			300
Adjusted net (loss) income	$	(16,467	)	$	(20,179	)	$	(16,986	)	$	(3,848	)	$	1,463

Understanding an OnDeck Term Loan and Line of Credit

The following examples illustrate the key terms of our term loans and lines of credit, including how interest rates are calculated, and how we believe our customers evaluate the costs of our loans.

We constructed the following term loan example based on a hypothetical term loan with principal amount of $50,000, term of nine months, loan origination fees assessed by us of $1,250 and direct costs for us to originate of $1,750.

Term Loan Example
Loan Principal	$	50,000
Origination Fee (2.5% of principal)	$	1,250
“Cents on Dollar” Payback Rate	$	1.17
Total Payback	$	58,500
Term (months)		9
# of Daily Payments (based on 252 payments in a calendar year)		189
Daily Payment	$	309.52
OnDeck Costs
Direct Origination Costs	$	1,750
Interest Rate Metrics
Effective Interest Yield		40.0	%
Annualized Percentage Rate (APR)		50.0	%

From our perspective, the amount of this loan is reflected as an asset on our balance sheet of $50,500. This reflects the $50,000 principal amount of the loan, plus the $1,750 direct origination costs we incurred on the loan, less the $1,250 origination fees paid to us by the customer in connection with the loan. Direct origination costs are costs directly attributable to originating loans such as commissions paid to our internal salesforce, strategic partners and funding advisors, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to loan origination. Our effective interest yield, which takes into account the $50,500 asset on our books and the loan’s total payback of $58,500 over 9 months, equals 40.0%. The annual percentage rate, or APR, on the loan is calculated in a similar manner but does not take into account the impact of the direct origination costs. As such, the APR on the example loan equals 50.0%. Small business customers are permitted to repay their term loan at any time; however, they are responsible for the full payback amount on the term loan regardless of when it is repaid.

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In this example, APR information is included to provide supplemental information to investors for illustrative purposes only. Because many of our loans are short term in nature and APR is calculated on an annualized basis, we do not believe that APR as applied to our loans is meaningful for measuring the expected returns to us or costs to our customer. We do not use APR as an internal metric to evaluate the performance of our business or as a basis to compensate our employees or to measure their performance.

We believe that a customer would likely evaluate this term loan primarily on a “Cents on Dollar” Payback Rate basis, meaning that the customer would view the loan as an obligation to repay $1.17 for every $1.00 it receives from us (or, in aggregate, a repayment of $58,500 for the $50,000 loaned to the customer). The customer would analyze this cost against the potential return on investment from the loan or other benefits of the loan to its business.

The interest on commercial business loans is also tax deductible as permitted by law, as compared to typical personal loans which do not provide a tax deduction. APR does not give effect to the small business borrower’s possible tax deductions and cash savings associated with business related interest expenses.

APR and, for purposes of this example, Effective Interest Yield, are annualized based on 252 periods per year, which reflects the typical number of payment days for our loans over a calendar year.

We constructed the following line of credit example based on a hypothetical credit limit of $15,000 of which the customer drew $8,000 and then repaid the principal and interest over a six-month period, with no additional draws, assuming a 36% annual interest rate, $20 per month in monthly fees and $150 of direct costs for us to originate this line of credit.

Line of Credit Example
Credit Limit	$	15,000
Balance Drawn	$	8,000
Annual Interest Rate		36	%
Monthly Fee	$	20
Total Interest + Principal	$	8,769
Total Monthly Fees	$	120
Total Payback	$	8,889
Repayment Period (months)		6
# of Weekly Payments		26
Weekly Payment	$	337.28
OnDeck Costs
Direct Origination Costs	$	150
Interest Rate Metrics
Effective Interest Yield		28.6	%
Annualized Percentage Rate (APR)		36.0	%

From our perspective, the amount of this line of credit is reflected as an asset on our balance sheet of $8,150. This reflects the $8,000 drawn from the line of credit, plus the $150 of direct origination costs we incurred on the line of credit. Direct origination costs are costs directly attributable to originating loans such as commissions paid to our internal salesforce, strategic partners and funding advisors, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to loan origination. Our effective interest yield, which takes into account the $8,150 asset on our books and the line of credit’s total interest and principal payback of $8,769 repaid in 26 weekly payments, equals 28.6%. The APR on the loan is calculated in a similar manner except it does not take into account the impact of the direct origination costs. APR does not include the $20 monthly fee. As such, the APR on the example line of credit is 36.0%. Customers

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are able to repay and draw from their lines of credit as required by their business needs, and as such may pay a lower payback than illustrated in this example.

As with term loans, the interest on the line of credit is tax deductible, as permitted by law, as compared to typical personal loans which do not provide a tax deduction. APR does not give effect to the small business borrower’s possible tax deductions and cash savings associated with business related interest expenses.

Key Factors Affecting Our Performance

Investment in Long-Term Growth

The core elements of our growth strategy include acquiring new customers, broadening our distribution capabilities through strategic partners, enhancing our data and analytics capabilities, expanding our product offerings, extending customer lifetime value and expanding internationally. We plan to continue to invest significant resources to accomplish these goals, and we anticipate that our operating expenses will continue to increase for the foreseeable future, particularly our sales and marketing and technology and analytics expenses. These investments are intended to contribute to our long-term growth, but they may affect our near term profitability.

Originations

Our revenues have grown since 2012 primarily as a result of growth in originations. Growth in originations has been driven by the addition of new customers, increasing business from existing and previous customers, and increasing average loan size, as other factors such as effective interest yields and annual loan loss rates have remained relatively constant over this time.

We anticipate that our future growth will continue to depend in part on attracting new customers. We plan to increase our sales and marketing spending to attract these customers as well as continuing to increase our analytics spending to better identify potential customers. We have historically relied on all three of our channels for customer acquisition but have become increasingly focused on growing our direct and strategic partner channels. Originations through our direct and strategic partner channels increased as a percentage of total originations from 24.9% in 2012 to 43.6% in 2013 and from 43.2% during the nine months ended September 30, 2013 to 55.7% during the nine months ended September 30, 2014.

We believe the behavior of our repeat customers will be important to our future growth. For the year ended December 31, 2013 and the nine months ended September 30, 2014, total originations from our repeat customers was 43.5% and 49.2%. We believe our significant number of repeat customers is primarily due to our high levels of customer service and continued improvement in products and services. The extent to which we generate repeat business from our customers will be an important factor in our continued revenue growth and our visibility into future revenue. In conjunction with repeat borrowing activity, our customers also tend to increase their subsequent loan size compared to their initial loan size. Customers who took out an initial loan between 2011 and 2013, on average increased their second loan size by 24.5% and increased their third loan size by 48.8% when compared to their initial loan size.

Customer Acquisition Costs

Our customer acquisition costs, or CACs, differ depending upon the acquisition channel. CACs in our direct channel include the commissions paid to our internal salesforce and expenses associated with items such as direct mail, social media, and other online marketing activities. CACs in our strategic partner channel include commissions paid to our internal salesforce and strategic partners. CACs in our funding advisor channel include commissions paid to our internal salesforce and funding advisors. Since 2012, our CACs in the strategic partner channel have declined slightly as a percentage of originations from that channel, while our CACs in our funding advisor channel have remained stable as a percentage of originations from that channel. Our direct channel CACs have declined as a percentage of originations as a result of the increasing scale of our operations, improvements

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in customer targeting, our introduction of our line of credit product and the addition of pre-approvals to our marketing outreach and underwriting process, which has increased our conversion rate. During the nine months ended September 30, 2013 and nine months ended September 30, 2014, the average customer acquisition cost as a percentage of principal from all initial and repeat loan originations in each respective channel was 8.3% and 3.9% in our direct marketing channel, 4.4% and 3.4% in our strategic partner channel and 8.6% and 8.2% in our funding advisor channel.

Customer Lifetime Value

The ongoing lifetime value of our customers will be an important component of our future performance. We analyze customer lifetime value not only by tracking the total economic value (contribution) of customers over their lifetime with us, but also by comparing this contribution to the acquisition costs incurred in connection with originating such customers’ initial loans.

For illustration, we consider customers that took their first ever loan from us during the first quarter of 2013, which we refer to as our Q1 2013 cohort, and look at all of their borrowing and transaction history from that date through September 30, 2014. We selected this cohort because it contains sufficient periods to demonstrate contribution after initial acquisition, and we believe that the trends reflected by this cohort are representative of the value of our other customers proximate in time. The borrowing characteristics of the Q1 2013 cohort through September 30, 2014 include:

• Average number of loans per customer during the measurement period: 2.2

• Average initial loan size: $30,818

• Average repeat loan size: $45,390

• Total borrowings: $116.5 million

Below, for customers in the Q1 2013 cohort, we compare the contribution generated through September 30, 2014 with their initial customer acquisition costs.

Q1 2013 Cohort Acquisition Cost and Customer Lifetime Value

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For the Q1 2013 cohort, we estimate the initial customer acquisition cost was $5.0 million.

We define the contribution to include the interest income and fees collected on a cohort of customers’ initial and repeat loans less acquisition costs for their repeat loans, estimated third party processing and servicing expenses for their initial and repeat loans, estimated funding costs (excluding any cost of equity capital) for their initial and repeat loans, and charge-offs of their initial and repeat loans. For the Q1 2013 cohort, the contribution was $2.8 million during the quarter of acquisition and an aggregate of $13.9 million through September 30, 2014. This $13.9 million aggregate contribution represents a return of approximately 2.8 times on the initial $5.0 million acquisition investment.

We expect the customer value of our Q1 2013 cohort and the return on our initial acquisition cost for this cohort to continue to increase as $4.1 million of interest payments remain due in future months, primarily on loans made to repeat customers who are in this cohort, and we believe customers from this cohort will continue to take additional repeat loans from us in the future.

In the future, we may incur greater marketing expenses to acquire new customers, we may decide to offer term loans with lower interest rates, our charge-offs may increase and our customers’ repeat purchase behavior may change, any of which could adversely impact our customers’ lifetime values to us and our operating results.

Economic Conditions

Changes in the overall economy may impact our business in several ways, including demand for our products, credit performance, and funding costs.

• Demand for Our Products. In a strong economic climate, demand for our products may increase as consumer spending increases and small businesses seek to expand. In addition, more potential customers may meet our underwriting requirements to qualify for a loan. At the same time, small businesses may experience improved cash flow and liquidity resulting in fewer customers requiring loans to manage their cash flows. Traditional lenders may also approve loans for a higher percentage of our potential customers. In a weakening economic climate or recession, the opposite may occur.

• Credit Performance. In a strong economic climate, our customers may experience improved cash flow and liquidity, which may result in lower loan losses. In a weakening economic climate or recession, the opposite may occur. We factor economic conditions into our loan underwriting analysis and reserves for loan losses, but changes in economic conditions, particularly sudden changes, may affect our actual loan losses. These effects may be partly mitigated by the short-term nature of our loans, which should allow us to react more quickly than if the terms of our loans were longer.

• Loan Losses. Our underwriting process is designed to limit our loan losses to levels compatible with our business strategy and financial model. Our aggregate loan loss rates since 2012 have been consistent with our financial targets. Our overall loan losses are affected by a variety of factors, including external factors such as prevailing economic conditions, general small business sentiment and unusual events such as natural disasters, as well as internal factors such as the accuracy of the OnDeck Score, the effectiveness of our underwriting process and the introduction of new products, such as our line of credit, with which we have less experience to draw upon when forecasting their loss rates. Our loan loss rates may vary in the future.

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Historical Charge-Offs

We illustrate below our historical loan losses by providing information regarding our net lifetime charge-off ratios by cohort. Net lifetime charge-offs are gross loans charged off less recoveries of loans previously charged off, and a given cohort’s net lifetime charge-off ratio equals the cohort’s net lifetime charge-offs through September 30, 2014 divided by the cohort’s total original loan volume. Loans are typically charged off after 90 days of nonpayment. Loans originated and charged off between January 1, 2012 and September 30, 2014 were on average charged off near the end of their loan term. The chart immediately below includes all term loan originations, regardless of funding source, including loans sold through our OnDeck Marketplace or held for sale on our balance sheet.

The following charts display the historical lifetime cumulative net charge-off ratios, by origination year. The charts reflect all term loan originations, regardless of funding source, including loans sold through our OnDeck Marketplace or held for sale on our balance sheet. The data is shown as a static pool for annual cohorts, illustrating how the cohort has performed given equivalent months of seasoning.

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The 2014 cohort reflects originations for the nine months ended September 30, 2014. Given the most recent originations in this cohort were not yet one month seasoned as of September 30, 2014, the 2014 cohort reflects a lifetime charge-off ratio of approximately 0% in each of the new customer, repeat customer and total loans charts below. This differs from the net charge-off ratios by cohort chart above, which reflects aggregate charge-offs as of September 30, 2014 regardless of how many months have elapsed since each loan was originated. Further, given our loans are typically charged off after 90 days of nonpayment, all cohorts reflect approximately 0% for the first four months in the below charts.

Originations (in thousands)	2012		2013		2014
New term loans	$	97,367	$	256,343	$	367,807

Originations (in thousands)	2012		2013		2014
Repeat term loans	$	75,880	$	199,587	$	388,147

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Originations (in thousands)	2012		2013		2014
All term loans	$	173,246	$	455,931	$	755,953

• Funding Costs. Changes in macroeconomic conditions may affect generally prevailing interest rates, and such effects may be amplified or reduced by other factors such as fiscal and monetary policies, economic conditions in other markets and other factors. Interest rates may also change for reasons unrelated to economic conditions. To the extent that interest rates rise, our funding costs will increase and the spread between our effective interest yield and our funding costs may narrow to the extent we cannot correspondingly increase the payback rates we charge our customers. As we have grown, we have been able to lower our funding costs by negotiating more favorable interest rates on our debt and accessing new sources of funding, such as the OnDeck Marketplace and the securitization markets. While we will continue to seek to lower our funding costs, we do not expect that our funding costs will decline meaningfully in the foreseeable future.

Components of Our Results of Operations

Revenue

Interest Income. We generate revenue primarily through interest and origination fees earned on the term loans we originate and hold to maturity, and to a lesser extent, interest earned on lines of credit. Our interest and origination fee revenue is amortized over the term of the loan using the effective interest method. Origination fees collected but not yet recognized as revenue are netted with direct origination costs and recorded as a component of loans on our consolidated balance sheet and recognized over the term of the loan. Direct origination costs include costs directly attributable to originating a loan, including commissions, vendor costs and personnel costs directly related to the time spent by those individuals performing activities related to loan origination.

Gain on Sales of Loans. In October 2013, we began selling term loans to third-party institutional investors through our OnDeck Marketplace. We recognize a gain or loss on the sale of such loans as the difference between the proceeds received from the purchaser and the carrying value of the loan on our books.

Other Revenue. Our other revenue consists of servicing income from loans sold to third-party institutional investors, the monthly fees we charge for our line of credit product, and marketing fees earned from our issuing bank partners. We treat loans referred to, and funded by, our issuing bank partners and later purchased by us as part of our originations.

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Cost of Revenue

Provision for Loan Losses. Provision for loan losses consists of amounts charged to income during the period to maintain an allowance for loan losses, or ALLL, estimated to be adequate to provide for probable credit losses inherent in our existing loan portfolio. Our ALLL represents our estimate of the expected credit losses inherent in our portfolio of term loans and lines of credit and is based on a variety of factors, including the composition and quality of the portfolio, loan specific information gathered through our collection efforts, delinquency levels, our historical charge-off and loss experience, and general economic conditions. We expect our aggregate provision for loan losses to increase in absolute dollars as the amount of term loans and lines of credit we originate increases. The reserve ratio at September 30, 2014 was 9.4%. We define reserve ratio as our ALLL as of the end of the period divided by the Unpaid Principal Balance as of the end of the period.

Funding Costs. Funding costs consist of the interest expense we pay on the debt we incur to fund our lending activities, certain fees and the amortization of deferred debt issuance costs incurred in connection with obtaining this debt, such as banker fees, origination fees and legal fees. Such costs are expensed immediately upon early extinguishment of the related debt. We expect funding costs to continue to increase in absolute dollars in the near future as we incur additional debt to support future term loan and line of credit originations. In addition, funding costs as a percentage of gross revenue will fluctuate based on the applicable interest rates payable on the debt we incur to fund our lending activities, our effective interest yield and our OnDeck Marketplace revenue mix. We do not expect that the interest rates at which we borrow will decline meaningfully in the foreseeable future.

Operating Expenses

Operating expenses consist of sales and marketing, technology, processing and servicing, and general and administrative expenses. Salaries and personnel-related costs, including benefits, bonuses and stock-based compensation expense, comprise a significant component of each of these expense categories. We expect our stock-based compensation expense to increase in the future to the extent the fair market value of our common stock increases relative to prior periods. The number of employees related to these operating expense categories grew from 155 at December 31, 2012 to 251 at December 31, 2013, and from 220 at September 30, 2013 to 369 at September 30, 2014. We expect to continue to hire new employees in order to support our growth strategy. All operating expense categories also include an allocation of overhead, such as rent and other overhead, which is based on employee headcount.

Sales and Marketing. Sales and marketing expense consists of salaries and personnel-related costs of our sales and marketing and business development employees, as well as direct marketing and advertising costs, online and offline customer acquisition costs (such as direct mail, paid search and search engine optimization costs), public relations, radio and television advertising, promotional event programs, corporate communications and allocated overhead. The number of employees in our sales and marketing functions grew from 68 at December 31, 2012 to 160 at September 30, 2014, and we expect our sales and marketing expense to increase in absolute dollars and as a percentage of gross revenue in the foreseeable future as we further increase the number of sales and marketing professionals and increase our marketing activities in order to continue to expand our direct customer acquisition efforts and build our brand. Future sales and marketing expense may include the expense associated with warrants issued to a strategic partner if performance conditions are met as described in Note 6 of Notes to Unaudited Consolidated Financial Statements elsewhere in this prospectus.

Technology and Analytics. Technology and analytics expense consists primarily of the salaries and personnel-related costs of our engineering and product employees as well as our credit and analytics employees who develop our proprietary credit-scoring models. Additional expenses include third-party data acquisition expenses, professional services, consulting costs, expenses related to the development of new products and technologies and maintenance of existing technology assets, amortization of capitalized internal-use software costs related to our technology platform, and allocated overhead. The number of employees in technology and analytics functions increased from 35 at December 31, 2012 to 94 at September 30, 2014. We believe continuing to invest in technology is essential to maintaining our competitive position, and we expect these costs to rise in the near term on an absolute basis and as a percentage of gross revenue.

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Processing and Servicing. Processing and servicing expense consists primarily of salaries and personnel-related costs of our credit analysis, underwriting, funding, fraud detection, customer service and collections employees. Additional expenses include vendor costs associated with third-party credit checks, lien filing fees and other costs to evaluate, close, and fund loans and overhead costs. The number of employees in processing and servicing functions increased from 36 at December 31, 2012 to 74 at September 30, 2014. We anticipate that our processing and servicing expense will rise in absolute dollars as we grow originations.

General and Administrative. General and administrative expense consists primarily of salary and personnel-related costs for our executive, finance and accounting, legal and people operations employees. Additional expenses include consulting and professional fees, insurance, legal, occupancy, other corporate expenses and travel. The number of employees in general and administrative functions increased from 16 at December 31, 2012 to 41 at September 30, 2014, and we expect our general and administrative expenses to increase in absolute dollars as a result of our preparation to become and operate as a public company. After the completion of this offering, these expenses will also include costs associated with compliance with the Sarbanes-Oxley Act and other regulations governing public companies, increased directors’ and officers’ liability insurance, increased accounting, legal and other professional services fees and an enhanced investor relations function.

Other (Expense) Income

Interest Expense. Interest expense consists of interest expense and amortization of deferred debt issuance costs incurred on debt associated with our corporate activities. It does not include interest expense incurred on debt associated with our lending activities. Interest expense decreased by $0.8 million, from $1.1 million for the nine months ended September 30, 2013 to $0.3 million for the nine months ended September 30, 2014. Interest expense increased by $1.2 million, from $0.1 million for the year ended December 31, 2012 to $1.3 million for the year ended December 31, 2013. In February 2013, we recognized $1.0 million of non-cash interest expense related to a beneficial conversion feature associated with the conversion of an outstanding convertible note into preferred stock.

Warrant Liability Fair Value Adjustment. We issued warrants to purchase shares of our Series B and C-1 redeemable convertible preferred stock in connection with the Loan and Security Agreements entered into with Lighthouse Capital and SF Capital in 2010 and 2012, respectively. Additionally, we issued warrants to purchase shares of our Series E redeemable convertible preferred stock in connection with certain consulting and commercial agreements in 2014. As the warrant holders have the right to demand that their redeemable convertible preferred stock be settled in cash after the passage of time, we recorded the warrants as liabilities on our consolidated balance sheet. The fair values of our redeemable convertible preferred stock warrant liabilities are re-measured at the end of each reporting period and any changes in fair values are recognized in other (expense) income. During July, August, and September 2014, a majority of these warrants were exercised, eliminating the associated warrant liabilities. Upon completion of this offering, the remaining outstanding warrants will automatically, in accordance with their terms, become warrants to purchase common stock, which will result in the reclassification of the warrant liability to additional paid-in-capital, and no further changes in fair value will be recognized in other (expense) income. Future warrant liability fair value adjustment may include adjustments associated with warrants issued to a strategic partner as described in Note 6 of Notes to Unaudited Consolidated Financial Statements elsewhere in this prospectus.

Provision for Income Taxes

Provision for income taxes consists of U.S. federal, state and foreign income taxes, if any. To date, we have not been required to pay U.S. federal or state income taxes because of our current and accumulated net operating losses. As of December 31, 2013, we had $47.5 million of federal net operating loss carryforwards and $47.2 million of state net operating loss carryforwards available to reduce future taxable income, unless limited due to historical or future ownership changes. The federal net operating loss carryforwards will begin to expire at various dates beginning in 2027.

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The Internal Revenue Code of 1986, as amended, or the Code, imposes substantial restrictions on the utilization of net operating losses and other tax attributes in the event of an “ownership change” of a corporation. Events which may cause limitation in the amount of the net operating losses and other tax attributes that are able to be utilized in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period, which has occurred as a result of historical ownership changes. Accordingly, our ability to use pre-change net operating loss and certain other attributes are limited as prescribed under Sections 382 and 383 of the Code. Therefore, if we earn net taxable income in the future, our ability to reduce our federal income tax liability with our existing net operating losses is subject to limitation. Although we believe that this offering may result in another cumulative ownership change under Sections 382 and 383 of the Code, we do not believe that any resulting limitation will further limit our ability to ultimately utilize our net operating loss carryforwards and other tax attributes in a material way. Future offerings, as well as other future ownership changes that may be outside our control could potentially result in further limitations on our ability to utilize our net operating loss and tax attributes. Accordingly, achieving profitability may not result in a full release of the valuation allowance.

As of December 31, 2013, a full valuation allowance of $26.2 million was recorded against our net deferred tax assets.

Results of Operations

The following table sets forth our consolidated statements of operations data for each of the periods indicated.

	Year Ended December 31,						Nine Months Ended September 30,
	2012			2013			2013			2014
	(in thousands)
Revenue:
Interest income	$	25,273		$	62,941		$	41,073		$	99,873
Gain on sales of loans		—			788			—			4,569
Other revenue		370			1,520			1,004			3,131
Gross revenue		25,643			65,249			42,077			107,573
Cost of revenue:
Provision for loan losses		12,469			26,570			16,300			47,011
Funding costs		8,294			13,419			9,400			12,531
Total cost of revenue		20,763			39,989			25,700			59,542
Net revenue		4,880			25,260			16,377			48,031
Operating expenses:
Sales and marketing		6,633			18,095			13,566			21,799
Technology and analytics		5,001			8,760			6,090			11,357
Processing and servicing		2,919			5,577			3,746			5,928
General and administrative		6,935			12,169			9,158			13,968
Total operating expenses		21,488			44,601			32,560			53,052
Loss from operations		(16,608	)		(19,341	)		(16,183	)		(5,021	)
Other (expense) income:
Interest expense		(88	)		(1,276	)		(1,070	)		(274	)
Warrant liability fair value adjustment		(148	)		(3,739	)		(1,496	)		(9,122	)
Total other (expense) income		(236	)		(5,015	)		(2,566	)		(9,396	)
Loss before provision for income taxes		(16,844	)		(24,356	)		(18,749	)		(14,417	)
Provision for income taxes		—			—			—			—
Net loss	$	(16,844	)	$	(24,356	)	$	(18,749	)	$	(14,417	)

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The following table sets forth our consolidated statements of operations data as a percentage of gross revenue for each of the periods indicated.

	Year ended December 31,						Nine Months Ended September 30,
	2012			2013			2013			2014
	(as a percentage of gross revenue)
Revenue:
Interest income		98.6	%		96.5	%		97.6	%		92.9	%
Gain on sales of loans		—			1.2			—			4.2
Other revenue		1.4			2.3			2.4			2.9
Gross revenue		100.0			100.0			100.0			100.0
Cost of revenue:
Provision for loan losses		48.6			40.7			38.7			43.7
Funding costs		32.3			20.6			22.3			11.6
Total cost of revenue		81.0			61.3			61.1			55.4
Net revenue		19.0			38.7			38.9			44.6
Operating expenses:
Sales and marketing		25.9			27.7			32.2			20.3
Technology and analytics		19.5			13.4			14.5			10.6
Processing and servicing		11.4			8.5			8.9			5.5
General and administrative		27.0			18.7			21.8			13.0
Total operating expenses		83.8			68.4			77.4			49.3
Loss from operations		(64.8	)		(29.6	)		(38.5	)		(4.7	)
Other (expense) income:
Interest expense		(0.3	)		(2.0	)		(2.5	)		(0.3	)
Warrant liability fair value adjustment		(0.6	)		(5.7	)		(3.6	)		(8.5	)
Total other (expense) income		(0.9	)		(7.7	)		(6.1	)		(8.7	)
Loss before provision for income taxes		(65.7	)		(37.3	)		(44.6	)		(13.4	)
Provision for income taxes		—			—			—			—
Net loss		(65.7	)%		(37.3	)%		(44.6	)%		(13.4	)%

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Comparison of Nine Months Ended September 30, 2013 and 2014

	Nine Months Ended September 30,												Period-to-Period Change
	2013						2014
	Amount			Percentage of Revenue			Amount			Percentage of Revenue			Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	41,073			97.6	%	$	99,873			92.9	%	$	58,800			143.2	%
Gain on sales of loans		—			—			4,569			4.2			4,569			*
Other revenue		1,004			2.4			3,131			2.9			2,127			211.9
Gross revenue		42,077			100.0			107,573			100.0			65,496			155.7
Cost of revenue:
Provision for loan losses		16,300			38.7			47,011			43.7			30,711			188.4
Funding costs		9,400			22.3			12,531			11.6			3,131			33.3
Total cost of revenue		25,700			61.1			59,542			55.4			33,842			131.7
Net revenue		16,377			38.9			48,031			44.6			31,654			193.3
Operating expenses:
Sales and marketing		13,566			32.2			21,799			20.3			8,233			60.7
Technology and analytics		6,090			14.5			11,357			10.6			5,267			86.5
Processing and servicing		3,746			8.9			5,928			5.5			2,182			58.2
General and administrative		9,158			21.8			13,968			13.0			4,810			52.5
Total operating expenses		32,560			77.4			53,052			49.3			20,492			62.9
Loss from operations		(16,183	)		(38.5	)		(5,021	)		(4.7	)		11,162			(69.0	)
Other (expense) income:
Interest expense		(1,070	)		(2.5	)		(274	)		(0.3	)		796			(74.4	)
Warrant liability fair value adjustment		(1,496	)		(3.6	)		(9,122	)		(8.5	)		(7,626	)		*
Total other (expense) income		(2,566	)		(6.1	)		(9,396	)		(8.7	)		(6,830	)		*
Loss before provision for income taxes		(18,749	)		(44.6	)		(14,417	)		(13.4	)		4,332			(23.1	)
Provision for income taxes		—			—			—			—			—			—
Net loss	$	(18,749	)		(44.6	)%	$	(14,417	)		(13.4	)%	$	4,332			(23.1	)%

* = not meaningful

Revenue

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
Revenue:
Interest income	$	41,073		97.6	%	$	99,873		92.9	%	$	58,800		143.2	%
Gain on sales of loans		—		—			4,569		4.2			4,569		*
Other revenue		1,004		2.4			3,131		2.9			2,127		211.9
Gross revenue	$	42,077		100.0	%	$	107,573		100.0	%	$	65,496		155.7	%

* = not meaningful

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Gross revenue increased by $65.5 million, or 156%, from $42.1 million for the nine months ended September 30, 2013 to $107.6 million for the nine months ended September 30, 2014. This growth in gross revenue was primarily attributable to a $58.8 million, or 143%, increase in interest income, which was primarily driven by increases in the average total loans outstanding in the later period and the addition of line of credit originations in the nine months ended September 30, 2014. During the nine months ended September 30, 2014, our average total loans outstanding increased 152% to $323.5 million from $128.6 million during the nine months ended September 30, 2013. We began offering lines of credit in September 2013, and $32.4 million was drawn thereunder for the nine months ended September 30, 2014. The increase in originations was partially offset by a slight decline in our effective interest yield on loans outstanding from 42.6% to 41.2% in the later period. This decline primarily reflected the relative increase in the number of loans we originated through our strategic partner channel in the later period, as these loans typically have lower yields than loans sourced through other channels.

In addition, during the nine months ended September 30, 2014, we realized gains of $4.6 million through the sale of $75.0 million of term loans through our OnDeck Marketplace. We launched OnDeck Marketplace in October 2013.

Cost of Revenue

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
Cost of revenue:
Provision for loan losses	$	16,300		38.7	%	$	47,011		43.7	%	$	30,711		188.4	%
Funding costs		9,400		22.3			12,531		11.6			3,131		33.3
Total cost of revenue	$	25,700		61.1	%	$	59,542		55.4	%	$	33,842		131.7	%

Provision for Loan Losses. Provision for loan losses increased by $30.7 million, or 188%, from $16.3 million for the nine months ended September 30, 2013 to $47.0 million for the nine months ended September 30, 2014. The increase in provision for loan losses was primarily attributable to the increase in originations of term loans and lines of credit. Under GAAP, we recognize revenue on loans over their term, but provide for probable credit losses on the loans at the time they are originated and then adjust periodically based on actual performance and changes in loss expectations. As a result, we believe that analyzing provision for loan losses as a percentage of originations, rather than as a percentage of gross revenue, provides more useful insight into our operating performance. The Provision Rate increased from 5.6% for the nine months ended September 30, 2013 to 7.0% for the nine months ended September 30, 2014. The increase was primarily due to the longer average term of loan originations and the increase of originations of our line of credit product.

Funding Costs. Funding costs increased by $3.1 million, or 33.3%, from $9.4 million for the nine months ended September 30, 2013 to $12.5 million for the nine months ended September 30, 2014. The increase in funding costs was primarily attributable to the increases in our aggregate outstanding borrowings. The average balance of our funding debt facilities during the nine months ended September 30, 2014 was $252.2 million as compared to the average balance of $108.2 million during the nine months ended September 30, 2013, an increase of 133%. In addition, we experienced a $0.5 million increase in amortization of debt issuance costs during the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, primarily related to our securitization transaction in May 2014. As a percentage of gross revenue, funding costs decreased from 22.3% for the nine months ended September 30, 2013 to 11.6% for the nine months ended September 30, 2014. The decrease in funding costs as a percentage of gross revenue was primarily the result of more favorable interest rates on our debt facilities associated with our lending activities and the creation of the

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OnDeck Marketplace, as loans sold to the OnDeck Marketplace do not incur funding costs from our debt facilities used to fund our loans.

Operating Expenses

Sales and Marketing

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
Sales and Marketing	$	13,566		32.2	%	$	21,799		20.3	%	$	8,233		60.7	%

Sales and marketing expense increased by $8.2 million, or 60.7%, from $13.6 million for the nine months ended September 30, 2013 to $21.8 million for the nine months ended September 30, 2014. The increase in sales and marketing expense was in part attributable to a $3.8 million increase in salaries and personnel-related costs and consultant expenses. The number of sales and marketing employees increased from 96 at September 30, 2013 to 160 at September 30, 2014 to support our business growth. In addition, we experienced a $4.3 million increase in direct marketing, general marketing and advertising costs as we expanded our marketing programs to drive increased customer acquisition and brand awareness. As a percentage of gross revenue, sales and marketing expense decreased from 32.2% for the nine months ended September 30, 2013 to 20.3% for the nine months ended September 30, 2014.

Technology and Analytics

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
Technology and analytics	$	6,090		14.5	%	$	11,357		10.6	%	$	5,267		86.5	%

Technology and analytics expense increased by $5.3 million, or 86.5%, from $6.1 million for the nine months ended September 30, 2013 to $11.4 million for the nine months ended September 30, 2014. The increase in technology expense was primarily attributable to a $3.8 million increase in salaries and personnel-related costs, as we increased the number of technology personnel developing our platform, as well as analytics personnel to further improve upon algorithms underlying the OnDeck Score. The number of technology and analytics employees increased from 44 at September 30, 2013 to 94 at September 30, 2014. In addition, we experienced a $1.4 million increase in amortization of capitalized internal-use software costs related to our technology platform, expenses related to our new data center facility, technology licenses and other costs to support our larger employee base. As a percentage of gross revenue, technology and analytics expense decreased from 14.5% for the nine months ended September 30, 2013 to 10.6% for the nine months ended September 30, 2014.

Processing and Servicing

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
Processing and Servicing	$	3,746		8.9	%	$	5,928		5.5	%	$	2,182		58.2	%

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Processing and servicing expense increased by $2.2 million, or 58.2%, from $3.7 million for the nine months ended September 30, 2013 to $5.9 million for the nine months ended September 30, 2014. The increase in processing and servicing expense was primarily attributable to a $1.3 million increase in salaries and personnel-related costs, as we increased the number of processing and servicing personnel to support the increased volume of loan applications and approvals and increased loan servicing requirements. The number of processing and servicing employees increased from 58 at September 30, 2013 to 74 at September 30, 2014. In addition, we experienced a $0.9 million increase in third-party processing costs, credit information and filing fees as a result of the increased volume of loan applications and originations. As a percentage of gross revenue, processing and servicing expense decreased from 8.9% for the nine months ended September 30, 2013 to 5.5% for the nine months ended September 30, 2014.

General and Administrative

	Nine Months Ended September 30,										Period-to-Period Change
	2013					2014
	Amount		Percentage of Revenue			Amount		Percentage of Revenue			Amount		Percentage
	(dollars in thousands)
General and Administrative	$	9,158		21.8	%	$	13,968		13.0	%	$	4,810		52.5	%

General and administrative expense increased by $4.8 million, or 52.5%, from $9.2 million for the nine months ended September 30, 2013 to $14.0 million for the nine months ended September 30, 2014. The increase in general and administrative expense was primarily attributable to a $4.6 million increase in consulting, legal, recruiting, accounting and other miscellaneous expenses. This increase was partially offset by a $0.6 million decrease in salaries and personnel-related costs. While we increased the number of general and administrative personnel during the nine months ended September 30, 2014 to support the growth of our business, the overall decrease in personnel-related costs reflects a $1.0 million severance expense incurred during the nine months ended September 30, 2013 in connection with the departure of an executive, which did not recur in the nine months ended September 30, 2014. The number of general and administrative employees increased from 22 at September 30, 2013 to 41 at September 30, 2014. As a percentage of gross revenue, general and administrative expense decreased from 21.8% for the nine months ended September 30, 2013 to 13.0% for the nine months ended September 30, 2014.

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Comparison of Years Ended December 31, 2012 and 2013

	Year Ended December 31,												Period-to-Period Change
	2012						2013
	Amount			Percentage of Gross Revenue			Amount			Percentage of Gross Revenue			Amount			Percentage
	(dollars in thousands)
Revenue:
Interest income	$	25,273			98.6	%	$	62,941			96.5	%	$	37,668			149.0	%
Gain on sales of loans		—			—			788			1.2			788			*
Other revenue		370			1.4			1,520			2.3			1,150			310.8
Gross revenue		25,643			100.0			65,249			100.0			39,606			154.5
Cost of revenue:
Provision for loan losses		12,469			48.6			26,570			40.7			14,101			113.1
Funding costs		8,294			32.3			13,419			20.6			5,125			61.8
Total cost of revenue		20,763			81.0			39,989			61.3			19,226			92.6
Net revenue		4,880			19.0			25,260			38.7			20,380			417.6
Operating expenses:
Sales and marketing		6,633			25.9			18,095			27.7			11,462			172.8
Technology and analytics		5,001			19.5			8,760			13.4			3,759			75.2
Processing and servicing		2,919			11.4			5,577			8.5			2,658			91.1
General and administrative		6,935			27.0			12,169			18.7			5,234			75.5
Total operating expenses		21,488			83.8			44,601			68.4			23,113			107.6
Loss from operations		(16,608	)		(64.8	)		(19,341	)		(29.6	)		(2,733	)		16.5
Other (expense) income:
Interest expense		(88	)		(0.3	)		(1,276	)		(2.0	)		(1,188	)		*
Warrant liability fair value adjustment		(148	)		(0.6	)		(3,739	)		(5.7	)		(3,591	)		*
Total other (expense) income		(236	)		(0.9	)		(5,015	)		(7.7	)		(4,779	)		*
Loss before provision for income taxes		(16,844	)		(65.7	)		(24,356	)		(37.3	)		(7,512	)		44.6
Provision for income taxes		—			—			—			—			—			—
Net loss	$	(16,844	)		(65.7	)%	$	(24,356	)		(37.3	)%	$	(7,512	)		44.6	%

* = not meaningful

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Revenue

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
Revenue:
Interest income	$	25,273		98.6	%	$	62,941		96.5	%	$	37,668		149.0	%
Gain on sales of loans		—		—			788		1.2			788		*
Other revenue		370		1.4			1,520		2.3			1,150		310.8
Gross revenue	$	25,643		100.0	%	$	65,249		100.0	%	$	39,606		154.5	%

* = not meaningful

Revenue. Gross revenue increased by $39.6 million, or 155%, from $25.6 million for the year ended December 31, 2012 to $65.2 million for the year ended December 31, 2013. This growth was primarily attributable to a $37.7 million, or 149%, increase in interest income during the year ended December 31, 2013 as compared to the year ended December 31, 2012. This increase was driven primarily by increases in the average loans outstanding between these years. During the year ended December 31, 2013, we had average loans outstanding of $147.4 million, compared to $61.4 million of average loans outstanding during the year ended December 31, 2012, representing an increase of 140%. There was also a slight increase in our effective interest yield from 41.2% to 42.7% between these periods.

In addition, during the year ended December 31, 2013, we sold $17.5 million of loans to third-party institutional investors through our OnDeck Marketplace, resulting in gains of $0.8 million during the period. We launched OnDeck Marketplace in October 2013.

We also experienced an increase of $1.2 million, or 311%, in other revenue during the year ended December 31, 2013 as compared to the year ended December 31, 2012. This increase was primarily attributable to an increase in marketing fees from our issuing bank partners.

Cost of Revenue

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
Cost of revenue:
Provision for loan losses	$	12,469		48.6	%	$	26,570		40.7	%	$	14,101		113.1	%
Funding costs		8,294		32.3			13,419		20.6			5,125		61.8
Total cost of revenue	$	20,763		81.0	%	$	39,989		61.3	%	$	19,226		92.6	%

Provision for Loan Losses. Provision for loan losses increased by $14.1 million, or 113%, from $12.5 million for the year ended December 31, 2012 to $26.6 million for the year ended December 31, 2013. The increase in provision for loan losses was primarily attributable to the increase in origination volume of term loans during the year ended December 31, 2013 compared to the year ended December 31, 2012. Under GAAP, we recognize revenue on loans over their term, but provide for probable credit losses on the loans at the time they are originated and then adjust periodically based on actual performance and changes in loss expectations. As a

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result, we believe that analyzing the provision for loan losses as a percentage of originations, rather than as a percentage of gross revenue, provides more useful insight into our operating performance. The Provision Rate decreased from 7.2% for the year ended December 31, 2012 to 6.0% for the year ended December 31, 2013, attributable to an improvement in credit quality of our loan originations and a $0.9 million reduction in the provision resulting from our first sale of charged-off receivables to a third-party purchaser.

Funding Costs. Funding costs increased by $5.1 million, or 61.8%, from $8.3 million for the year ended December 31, 2012 to $13.4 million for the year ended December 31, 2013. The increase in funding costs was primarily attributable to an increase in our aggregate outstanding borrowings during the year ended December 31, 2013 compared to the year ended December 31, 2012. The average balance of our funding debt facilities during the year ended December 31, 2013 was $124.2 million as compared to the average balance of $62.0 million during the year ended December 31, 2012, an increase of 100%. In addition, we experienced a $1.1 million increase in amortization of debt issuance costs during the year ended December 31, 2013 as compared to the year ended December 31, 2012, primarily as a result of issuance fees incurred in July 2012 related to a debt facility, as well as the addition of two additional debt facilities in August 2013 and October 2013, respectively. As a percentage of gross revenue, funding costs decreased from 32.3% for the year ended December 31, 2012 to 20.6% for the year ended December 31, 2013. The decrease in funding costs as a percentage of gross revenue was primarily the result of more favorable interest rates on our new debt facilities.

Operating Expenses

Sales and Marketing

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
Sales and marketing	$	6,633		25.9	%	$	18,095		27.7	%	$	11,462		172.8	%

Sales and marketing expense increased by $11.5 million, or 173%, from $6.6 million for the year ended December 31, 2012 to $18.1 million for the year ended December 31, 2013. The increase in sales and marketing expense was primarily attributable to a $7.4 million increase in direct marketing and advertising as we expanded our marketing programs to drive increased customer acquisition. In addition, salaries and personnel-related costs increased by $3.9 million, as we increased the number of sales and marketing personnel to support the growth of our business. The number of sales and marketing employees increased from 68 at December 31, 2012 to 110 at December 31, 2013. As a percentage of gross revenue, sales and marketing expense increased from 25.9% for the year ended December 31, 2012 to 27.7% for the year ended December 31, 2013.

Technology and Analytics

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
Technology and analytics	$	5,001		19.5	%	$	8,760		13.4	%	$	3,759		75.2	%

Technology and analytics expense increased by $3.8 million, or 75.2%, from $5.0 million for the year ended December 31, 2012 to $8.8 million for the year ended December 31, 2013. The increase in expense was primarily attributable to a $1.8 million increase in salaries and personnel-related costs. During 2013, we increased the

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number of technology and analytics personnel to continue developing our technology platform and improve upon the algorithms underlying the OnDeck Score. The number of technology and analytics employees increased from 35 at December 31, 2012 to 54 at December 31, 2013. In addition, we experienced a $0.9 million increase in amortization of capitalized internal-use software costs related to our technology platform, and a $0.7 million increase in hardware, software, technology licenses and other costs to support our growth in loan originations and employees. As a percentage of gross revenue, technology and analytics expense decreased from 19.5% for the year ended December 31, 2012 to 13.4% for the year ended December 31, 2013.

Processing and Servicing

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
Processing and servicing	$	2,919		11.4	%	$	5,577		8.5	%	$	2,658		91.1	%

Processing and servicing expense increased by $2.7 million, or 91.1%, from $2.9 million for the year ended December 31, 2012 to $5.6 million for the year ended December 31, 2013. The increase in processing and servicing expense was primarily attributable to a $1.3 million increase in salaries and personnel-related costs, as we increased the number of processing and servicing personnel to support the increased volume of loan applications and loan servicing requirements. The number of processing and servicing employees increased from 36 at December 31, 2012 to 64 at December 31, 2013. In addition, we experienced a $1.5 million increase in third-party processing costs, credit information and filing fees during the year ended December 31, 2013 related to the higher volume of term loan and line of credit applications and originations processed. As a percentage of gross revenue, processing and servicing expense decreased from 11.4% for the year ended December 31, 2012 to 8.5% for the year ended December 31, 2013.

General and Administrative

	Year Ended December 31,										Period-to-Period Change
	2012					2013
	Amount		Percentage of Gross Revenue			Amount		Percentage of Gross Revenue			Amount		Percentage
	(dollars in thousands)
General and administrative	$	6,935		27.0	%	$	12,169		18.7	%	$	5,234		75.5	%

General and administrative expense increased by $5.2 million, or 75.5%, from $6.9 million for the year ended December 31, 2012 to $12.2 million for the year ended December 31, 2013. The increase in general and administrative expense was primarily attributable to a $2.8 million increase in salaries and personnel-related costs, as we increased the number of general and administrative personnel to support our growing business. The number of general and administrative employees increased from 16 at December 31, 2012 to 23 at December 31, 2013. These 2013 personnel-related costs also included a $1.0 million severance expense incurred in connection with the departure of an executive. Furthermore, we experienced a $2.2 million increase in consulting, legal and other general and administrative expenses during the year ended December 31, 2013. As a percentage of gross revenue, general and administrative expense decreased from 27.0% for the year ended December 31, 2012 to 18.7% for the year ended December 31, 2013.

Quarterly Results of Operations

The following tables show our unaudited consolidated quarterly statement of operations data for each of our eight most recently completed quarters, as well as the percentage of revenue for each line item shown. This

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information has been derived from our unaudited consolidated financial statements, which, in the opinion of management, have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation of the financial information for the quarters presented. Historical results are not necessarily indicative of the results to be expected in future periods, and operating results for a quarterly period are not necessarily indicative of the operating results for a full year. This information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus.

	Three Months Ended
	December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014
	(in thousands, except percentages)
Revenue:
Interest income	$	8,553		$	10,434		$	13,251		$	17,388		$	21,868		$	26,348		$	32,864		$	40,661
Gain on sales of loans		—			—			—			—			788			1,343			1,584			1,642
Other revenue		191			237			358			409			516			871			1,054			1,206
Gross revenue		8,744			10,671			13,609			17,797			23,172			28,562			35,502			43,509
Cost of revenue:
Provision for loan losses		6,681			5,131			5,468			5,701			10,270			16,579			13,073			17,359
Funding costs		2,693			2,868			2,867			3,665			4,019			4,640			3,801			4,090
Total cost of revenue		9,374			7,999			8,335			9,366			14,289			21,219			16,874			21,449
Net (cost of revenue) revenue		(630	)		2,672			5,274			8,431			8,883			7,343			18,628			22,060
Operating expenses:
Sales and marketing		2,210			3,778			4,625			5,163			4,529			6,361			7,113			8,325
Technology and analytics		1,535			1,825			1,904			2,361			2,670			2,909			3,799			4,649
Processing and servicing		800			1,113			1,264			1,369			1,831			1,609			2,084			2,235
General and administrative		2,744			2,368			3,910			2,880			3,011			3,392			4,434			6,142
Total operating expenses		7,289			9,084			11,703			11,773			12,041			14,271			17,430			21,351
(Loss) income from operations		(7,919	)		(6,412	)		(6,429	)		(3,342	)		(3,158	)		(6,928	)		1,198			709
Other (expense) income:
Interest expense		(16	)		(948	)		(2	)		(120	)		(206	)		(157	)		(62	)		(55	)
Warrant liability fair value adjustment		—			71			34			(1,601	)		(2,243	)		(6,632	)		(2,190	)		(300	)
Total other (expense) income		(16	)		(877	)		32			(1,721	)		(2,449	)		(6,789	)		(2,252	)		(355	)
(Loss) income before provision for income taxes		(7,935	)		(7,289	)		(6,397	)		(5,063	)		(5,607	)		(13,717	)		(1,054	)		354
Provision for income taxes		—			—			—			—			—			—			—			—
Net (loss) income	$	(7,935	)	$	(7,289	)	$	(6,397	)	$	(5,063	)	$	(5,607	)	$	(13,717	)	$	(1,054	)	$	354
Originations	$	61,203		$	75,220		$	93,441		$	122,271		$	167,985		$	227,350		$	248,067		$	312,889
Unpaid Principal Balance	$	90,276		$	112,850		$	136,994		$	173,805		$	215,966		$	280,117		$	338,815		$	422,050
Average Loans	$	80,626		$	101,551		$	123,604		$	155,684		$	199,404		$	256,044		$	319,122		$	391,034
Effective Interest Yield		42.4	%		41.1	%		42.9	%		44.7	%		43.9	%		41.2	%		41.2	%		41.6	%
Average Funding Debt Outstanding	$	83,457		$	94,690		$	100,112		$	121,756		$	162,334		$	199,545		$	236,553		$	304,758
Cost of Funds Rate		12.9	%		12.1	%		11.5	%		12.0	%		9.9	%		9.3	%		6.4	%		5.4	%
Provision Rate		10.9	%		6.8	%		5.9	%		4.7	%		6.9	%		8.4	%		5.8	%		6.0	%
Reserve Ratio		10.3	%		9.2	%		8.7	%		8.5	%		9.0	%		9.9	%		9.4	%		9.4	%
15+ Day Delinquency Ratio		8.9	%		7.8	%		6.9	%		6.9	%		7.6	%		7.2	%		6.1	%		5.4	%
Adjusted EBITDA		(7,431	)		(5,921	)		(5,702	)		(2,529	)		(2,106	)		(5,817	)	$	2,480		$	2,611
Adjusted Net (Loss) Income		(7,858	)		(7,297	)		(6,336	)		(3,353	)		(3,193	)		(6,852	)	$	1,541		$	1,463

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	Three Months Ended
	December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014
	(as a percentage of gross revenue)
Revenue:
Interest income		97.8	%		97.8	%		97.4	%		97.7	%		94.4	%		92.3	%		92.5	%		93.4	%
Gain on sales of loans		—			—			—			—			3.4			4.7			4.5			3.8
Other revenue		2.2			2.2			2.6			2.3			2.2			3.0			3.0			2.8
Gross revenue		100.0			100.0			100.0			100.0			100.0			100.0			100.0			100.0
Cost of revenue:
Provision for loan losses		76.4			48.1			40.2			32.0			44.3			58.0			36.8			39.9
Funding costs		30.8			26.9			21.1			20.6			17.3			16.2			10.7			9.4
Total cost of revenue		107.2			75.0			61.3			52.6			61.6			74.2			47.5			49.3
Net (cost of revenue) revenue		(7.2	)		25.0			38.7			47.4			38.4			25.8			52.5			50.7
Operating expenses:
Sales and marketing		25.3			35.4			34.0			29.0			19.5			22.3			20.0			19.1
Technology and analytics		17.6			17.1			14.0			13.3			11.5			10.2			10.7			10.7
Processing and servicing		9.1			10.4			9.3			7.7			7.9			5.6			5.9			5.1
General and administrative		31.4			22.2			28.7			16.2			13.0			11.9			12.5			14.1
Total operating expenses		83.4			85.1			86.0			66.2			51.9			50.0			49.1			49.1
(Loss) income from operations		(90.6	)		(60.1	)		(47.3	)		(18.8	)		(13.5	)		(24.2	)		3.4			1.6
Other (expense) income:
Interest expense		(0.2	)		(8.9	)		—			(0.7	)		(0.9	)		(0.5	)		(0.2	)		(0.1	)
Warrant liability fair value adjustment		—			0.7			0.2			(9.0	)		(9.7	)		(23.2	)		(6.2	)		(0.7	)
Total other (expense) income		(0.2	)		(8.2	)		0.2			(9.7	)		(10.6	)		(23.7	)		(6.4	)		(0.8	)
Loss before provision for income taxes		(90.8	)		(68.3	)		(47.1	)		(28.5	)		(24.1	)		(47.9	)		(3.0	)		0.8
Provision for income taxes		—			—			—			—			—			—			—			—
Net loss		(90.8	)%		(68.3	)%		(47.1	)%		(28.5	)%		(24.1	)%		(47.9	)%		(3.0	)%		0.8	%

Quarterly Trends

Our gross revenue has increased each quarter over the eight quarters ended September 30, 2014. This growth has been primarily attributable to an increase in interest income, driven by increases in both loan originations and the loan balances during the respective quarters. Our net revenue represents gross revenue less provision for loan losses and funding costs. As expected, the provision for loan losses has generally increased quarter-to-quarter in absolute dollars as our loan originations have increased. The provision for loan losses as a percentage of gross revenue declined in the third quarter of 2013 due to our shift toward selling historically-charged off loans to a third party, which resulted in a reversal in a modest amount of these charge-offs during this period. Funding costs as a percentage of gross revenue have declined quarter-to-quarter for all quarters included in the table above. As we have grown, we have been able to lower our funding costs by negotiating more favorable interest rates on our debt and accessing new sources of funding, including our securitization facility beginning in the second quarter of 2014.

Generally, our total operating expenses have increased quarter-to-quarter for the eight quarters ended September 30, 2014, primarily due to increased personnel-related costs reflecting the increase in our headcount to support our growth. In addition, there were other significant increases in operating expenses such as direct marketing and advertising, third-party data acquisition expenses, development of new products and technologies (including amortization of capitalized internal-use software) and costs to evaluate, close, and fund loans. Despite the increases in absolute dollar amounts, total operating expenses as a percentage of gross revenue has generally decreased for each quarter since the second quarter of 2013 as we have achieved greater economies of scale.

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Other (expense) income is comprised of interest expense on corporate debt and the warrant liability fair value adjustment. Interest expense on corporate debt was a relatively small percentage of revenue for all periods except the third quarter of 2013, during which period significant interest expense was recognized upon a conversion of certain notes payable into preferred stock at a discounted rate. The warrant liability fair value adjustment has become a more significant expense as a percentage of revenue in recent quarters as the expense is driven by the increased fair value of certain preferred stock warrants, which reflects the increase in our enterprise value over these periods. Upon completion of this offering, these warrants, to the extent that they remain outstanding, will automatically, in accordance with their terms, become warrants to purchase common stock, which will result in the reclassification of the related warrant liability to additional paid-in-capital, and no further changes in fair value will be recognized in other (expense) income.

Liquidity and Capital Resources

Sources of Liquidity

To date, we have funded our lending activities and operations primarily through private placements of redeemable convertible preferred stock, issuances of debt facilities, cash from operating activities and, beginning in October 2013, the sale of term loans to third-party institutional investors through our OnDeck Marketplace.

Equity Financings

Since inception, we have raised $182.9 million from the sale of redeemable convertible preferred stock to third parties, including $77 million in our Series E financing in February 2014. The funds received from the issuance of our Series E redeemable convertible preferred stock are currently our primary source of capital for operating expenditures. We also use a portion of this capital to finance a small percentage of the loan volume we originate.

Current Debt Facilities

The following table summarizes our current debt facilities available for funding our lending activities and our operating expenditures as of September 30, 2014:

Subsidiary	Maturity Date		Weighted Average Interest Rate			Borrowing Capacity		Principal Outstanding
						(in millions)
Funding debt
OnDeck Asset Securitization Trust LLC		5/17/2018		3.4	%	$	175.0	$	175.0
On Deck Asset Pool, LLC		8/15/2016		5.0	%		75.0		40.5
OnDeck Account Receivables Trust 2013-1 LLC		9/15/2016		3.7	%		167.6		84.6
On Deck Asset Company, LLC		10/23/2015		8.3	%		50.0		28.3
Small Business Asset Fund 2009 LLC		Ongoing		8.1	%		20.0		18.8
Total funding debt						$	487.6	$	347.2
Corporate debt
On Deck Capital, Inc.		9/7/2015		5.0	%	$	15.0	$	3.0

In November 2014, we amended our corporate debt facility to (i) extend its maturity date to October 30, 2015; (ii) decrease the interest rate to prime plus 1.25%, with a floor of 4.5% per annum; and (iii) increase our borrowing capacity to $20 million.

The outstanding amounts set forth in the table above are consolidated on our balance sheet whereas loans sold pursuant to the OnDeck Marketplace are not on our balance sheet once sold. We currently act as servicer in exchange for a servicing fee with respect to the loans held by our subsidiaries and the loans purchased by the applicable OnDeck Marketplace participant.

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While the lenders under our corporate debt facility have direct recourse to us as the borrower thereunder, lenders to our subsidiaries do not have direct recourse to us.

Funding Debt

Asset-Backed Securitization Facility. A significant portion of our loans at September 30, 2014 were funded through the securitization of small business loans we generated. In May 2014, we accessed the asset-backed securitization market using OnDeck Asset Securitization Trust LLC (ODAST), a wholly-owned subsidiary, which issued our inaugural series of Fixed-Rate Asset Backed notes, the Series 2014-1 Notes, in a $175 million rated transaction to over 15 third-party institutional investors. The Series 2014-1 Notes were issued in two classes: Class A, rated BBB(sf) by DBRS, Inc., in the initial principal amount of $156.7 million and Class B, rated BB(sf) by DBRS, Inc., in the initial principal amount of $18.3 million. The Series 2014-1 Notes and any other series issued under the same indenture are secured by and payable from a revolving pool of small business loans transferred from us to ODAST. Loans transferred to ODAST are accounted for and included in our consolidated financial statements as if owned by us. At the time of issuance of the Series 2014-1 Notes, the portfolio of loans held by ODAST and pledged to secure the Series 2014-1 Notes was approximately $183.2 million. The Class A notes and Class B notes bear interest at 3.15% and 5.68%, respectively, and provide us with a blended cost of capital fixed at 3.41%. The Series 2014-1 Notes contain a two-year revolving period, after which principal on the asset-backed securities will be paid sequentially to the Class A and Class B Notes monthly from collections on the loans. The final maturity date of the Series 2014-1 is in May 2018. Monthly payments of interest on the Series 2014-1 Notes began June 17, 2014. As of September 30, 2014, the outstanding principal balance of the Series 2014-1 Notes was $175.0 million and the principal amount of loans pledged to secure the Series 2014-1 Notes was $184.5 million. Additional series of asset-backed securities are expected to be issued through ODAST in the future. Lenders under our asset backed securitization facility do not have direct recourse to us.

Our ability to utilize our asset-backed securitization facility as described herein is subject to compliance with various requirements. Such requirements include:

• Eligibility Criteria. In order for our loans to be eligible for purchase by ODAST, they must meet all applicable eligibility criteria.

• Concentration Limits. The ODAST collateral pool is subject to certain concentration limits that, if exceeded, would require the applicable subsidiary borrower to add additional collateral.

• Covenants and Other Requirements. ODAST contains several financial covenants, portfolio performance covenants and other covenants or requirements that, if not complied with, may result in events of default, the accelerated repayment of amounts owed, often referred to as an early amortization event, and/or the termination of the facility.

We act as servicer in exchange for a servicing fee with respect to the loans held by our asset-backed securitization facility. These servicing fees are eliminated in consolidation.

For more information regarding our asset-backed securitization facility, including information regarding requirements that must be met in order to utilize such facility, please see the section titled “Description of Indebtedness.”

Asset-Backed Revolving Debt Facilities. We also fund loans through asset-backed revolving debt facilities. With respect to each such facility, the lenders commit to make loans to one of our wholly-owned subsidiaries, the proceeds of which are used to finance the subsidiary’s purchase of small business loans from us in a bankruptcy remote transaction. The revolving pool of small business loans transferred to each such wholly-owned subsidiary serves as collateral for the loans made to the subsidiary borrower under the debt facility. Such transferred loans are accounted for and included in our consolidated financial statements as if owned by us. The subsidiaries repay the borrowings from collections received on the loans. We currently utilize four such asset-backed revolving debt

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facility structures through four separate subsidiaries: OnDeck Account Receivables Trust 2013-1 LLC (ODART); On Deck Asset Company, LLC (ODAC); Small Business Asset Fund 2009 LLC (SBAF); and OnDeck Asset Pool, LLC (ODAP). As of September 30, 2014, the aggregate outstanding principal balance under these revolving debt facilities was $172.2 million and the principal amount of loans pledged to secure these revolving debt facilities was $193.4 million. Additional asset-backed debt facilities are expected to be used by us in the future. Lenders under our asset-backed revolving debt facilities do not have direct recourse to us.

Our ability to utilize our asset-backed revolving debt facilities as described herein is subject to compliance with various requirements. Such requirements include:

• Eligibility Criteria. In order for our loans to be eligible for purchase by the applicable subsidiary, they must meet all applicable eligibility criteria.

• Concentration Limits. The subsidiary collateral pools are subject to certain concentration limits that, if exceeded, would require the applicable subsidiary borrower to add additional collateral.

• Covenants and Other Requirements. The subsidiary facilities contain several financial covenants, portfolio performance covenants and other covenants or requirements that, if not complied with, may result in events of default, the accelerated repayment of amounts owed, often referred to as an early amortization event, and/or the termination of the facility.

As of September 30, 2014, we were in compliance with all financial covenants required per the debt agreements.

We act as servicer in exchange for a servicing fee with respect to the loans held by our asset-backed revolving debt facilities. These servicing fees are eliminated in consolidation.

For more information regarding our asset-backed revolving debt facilities, including information regarding requirements that must be met in order to utilize such facilities, please see the section titled “Description of Indebtedness.”

Corporate Debt

During 2013, we entered into a revolving debt facility with Square 1 Bank to finance our corporate investments in technology, sales and marketing, processing and servicing and other general corporate expenditures. We amended and restated this revolving debt facility in November 2014 to (i) extend its maturity date to October 30, 2015; (ii) decrease the interest rate to prime plus 1.25%, with a floor of 4.5% per annum; and (iii) increase our borrowing capacity to $20 million. This borrowing arrangement is collateralized by substantially all of our assets. As of September 30, 2014, the outstanding principal balance under this revolving debt facility was $3.0 million.

Our ability to utilize our corporate debt facility as described herein is subject to compliance with various requirements. The corporate debt facility contains financial covenants, portfolio performance covenants and other covenants or requirements that, if not complied with, may result in events of default, the accelerated repayment of amounts owed, and/or the termination of the facility.

For more information regarding our corporate debt facility, including information regarding requirements that must be met in order to utilize such facility, please see the section titled “Description of Indebtedness.”

OnDeck Marketplace

Our OnDeck Marketplace is a proprietary whole loan sale platform that allows participating third-party investors to directly purchase small business loans from us. Pursuant to a whole loan purchase agreement, each OnDeck Marketplace participant commits to purchase, on what is known as a forward flow basis, a pre-

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determined dollar amount of loans that satisfy certain eligibility criteria. The loans are sold to the participant at a pre-determined purchase price above par. We recognize a gain or loss from OnDeck Marketplace loans when sold as opposed to the loans held in our asset-backed securitization facility and asset-backed revolving debt facilities from which we recognize revenue over the term of the loan. The loan sales occur shortly after loan origination and are conducted as frequently as three times per week. We currently act as servicer in exchange for a servicing fee with respect to the loans purchased by the applicable OnDeck Marketplace participant. As of September 30, 2014, there were eight institutional investors with commitments to purchase loans through our OnDeck Marketplace.

Cash and Cash Equivalents, Loans (Net of Allowance for Loan Losses), and Cash Flows

The following table summarizes our cash and cash equivalents, loans (net of ALLL) and cash flows for the periods indicated:

	As of and for the Year Ended December 31,						As of and for the Nine Months Ended September 30,
	2012			2013			2013			2014
	(in thousands)
Cash and cash equivalents	$	7,386		$	4,670		$	3,595		$	22,642
Loans, net of allowance for loan losses	$	81,687		$	203,078		$	161,541		$	393,635
Cash provided by (used in):
Operating activities	$	1,682		$	14,063		$	6,853		$	49,874
Investing activities	$	(59,133	)	$	(159,407	)	$	(101,442	)	$	(254,888	)
Financing activities	$	62,012		$	142,628		$	90,798		$	222,986

Our cash and cash equivalents at September 30, 2014 were held primarily for working capital purposes. We may, from time to time, use excess cash and cash equivalents to fund our lending activities. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Cash Flows

Operating Activities

Cash flows from operating activities primarily includes net losses adjusted for (i) non-cash items included in net losses, including provisions for loan losses, depreciation and amortization expense, amortization of debt issuance costs, stock-based compensation expense, proceeds from the sale of term loans through our OnDeck Marketplace and warrant liability fair value adjustment and (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of various payments.

For the nine months ended September 30, 2014, our net cash provided by operating activities of $49.9 million consisted of a net loss of $14.4 million offset by $63.3 million of non-cash items, $2.2 million of cash provided by changes in the balances of operating assets and liabilities and $1.2 million of cash from sales of loans held for sale in excess of proceeds from loans held for sale. Adjustments for non-cash items consisted of provision for loan losses of $47.0 million, warrant liability fair value adjustment of $9.1 million, depreciation and amortization expense of $2.8 million, amortization of debt issuance costs of $2.0 million and stock-based compensation expense of $1.4 million. The warrant liability fair value adjustment is associated with the convertible redeemable preferred stock warrants, which have been accounted for as liabilities and are remeasured at fair value at the end of each reporting period.

For the nine months ended September 30, 2013, our net cash provided by operating activities of $6.9 million consisted of a net loss of $18.7 million offset by $22.3 million of non-cash items and $3.3 million of cash provided by

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changes in the balances of operating assets and liabilities. Adjustments for non-cash items consisted primarily of provision for loan losses of $16.3 million preferred stock warrant issuance and warrant liability fair value adjustment of $1.5 million, depreciation and amortization of $1.8 million, debt discount of $1.0 million and amortization of debt issuance costs of $1.5 million. The increase in cash resulting from changes in the balances of operating assets and liabilities was primarily due to an increase in accrued expenses and other liabilities resulting from new lease agreements with corresponding leasehold liabilities of $3.6 million, partially offset by a decrease in accounts payable of $1.2 million due to the timing of vendors’ invoices received and payments made.

For the year ended December 31, 2013, our net cash provided by operating activities of $14.1 million consisted of a net loss of $24.4 million and originations of loans held for sale in excess of sales of loans held for sale of $1.4 million, offset by $36.6 million in adjustments for non-cash items and $3.3 million of cash provided changes in the balances of operating assets and liabilities. Adjustments for non-cash items consisted primarily of provision for loan losses of $26.6 million, warrant liability fair value adjustment of $3.7 million, depreciation and amortization of fixed assets of $2.6 million and amortization of debt issuance costs of $2.2 million. The increase in cash resulting from changes in the balances of operating assets and liabilities primarily consisted of an increase in accrued expenses and other liabilities of $4.0 million, primarily driven by an increase in payroll and payroll related expenses resulting from an increased number of employees, an increase in commissions payable to third parties that originated loans on our behalf, and an increase in accrued sales and marketing expense for invoices not yet received. These increases were partially offset by a decrease in accounts payable of $0.6 million due to the timing of vendors’ invoices received and payments made.

For the year ended December 31, 2012, our net cash provided by operating activities of $1.7 million consisted of a net loss of $16.8 million offset by $15.8 million in adjustments for non-cash items and $2.7 million of cash provided by changes in the balances of operating assets and liabilities. Adjustments for non-cash items consisted primarily of provision for loan losses of $12.5 million, depreciation and amortization of fixed assets of $1.5 million and amortization of debt issuance costs of $1.1 million. The increase in cash resulting from changes in the balances of operating assets and liabilities primarily consisted of an increase in accrued expenses and other liabilities of $2.2 million, primarily driven by increases in deferred rent from our new long-term facility lease agreement and payroll and payroll related expenses resulting from an increased number of employees. In addition, we experienced a $1.4 million increase in accounts payable, primarily driven by increased operating costs during the period. These increases were partially offset by a decrease in operating cash flow due to a $1.3 million increase in other assets, primarily driven by the security deposit and construction receivable related to our new operating lease agreement.

Investing Activities

Our investing activities have consisted primarily of funding our term loan and line of credit originations, offset by repayments of term loans and lines of credit, changes in the net deferred origination costs balance of loans outstanding, purchases of property, equipment and software, capitalized internal-use software development costs, and changes in restricted cash. Our net deferred origination costs may vary from period to period based primarily on the volume of loan originations and the amount of direct costs incurred to originate our loans, offset by the amount of loan origination fees received. Purchases of property, equipment and software and capitalized internal-use software development costs may vary from period to period due to the timing of the expansion of our operations, the addition of employee headcount and the development cycles of our internal-use technology.

For the nine months ended September 30, 2014, net cash used to fund our investing activities was $254.9 million, and consisted primarily of $232.8 million of loan originations in excess of loan repayments received, $9.5 million for the purchase of property, equipment and software and capitalized internal-use software development costs and a $4.8 million increase in the net deferred origination costs balance. The growth in our loan originations was consistent with the overall increase in revenue during the period. We also restricted more cash as collateral for financing agreements during the period, resulting in a $7.8 million decrease in unrestricted cash.

For the nine months ended September 30, 2013, net cash used to fund our investing activities was $101.4 million, and consisted primarily of $94.4 million of loan originations in excess of loan repayments

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received and $5.0 million for the purchase of property, equipment and software and capitalized internal-use software development costs. The growth in our loan originations was consistent with the overall increase in revenue during the period.

For the year ended December 31, 2013, net cash used to fund our investing activities was $159.4 million, and consisted primarily of $142.1 million of loan originations in excess of loan repayments received, a $5.9 million increase in the net deferred origination costs balance and $5.8 million for the purchase of property, equipment and software and capitalized internal-use software development costs. The growth in our loan originations was consistent with the overall increase in revenue during the year. We also restricted more cash as collateral for financing arrangements, resulting in a $5.6 million decrease in unrestricted cash during the year.

For the year ended December 31, 2012, net cash used to fund our investing activities was $59.1 million, and consisted primarily of $53.7 million of loan originations in excess of loan repayments received and $3.2 million for the purchase of property, equipment and software and capitalized internal-use software development costs. The growth in our loan originations was consistent with the overall increase in revenue during the year. We also restricted more cash as collateral for financing arrangements, resulting in a $2.5 million decrease in unrestricted cash during the year.

Financing Activities

Our financing activities have consisted primarily of the issuance of redeemable convertible preferred stock and net borrowings from our securitization facility and our revolving debt facilities.

For the nine months ended September 30, 2014, net cash provided by financing activities was $223.0 million and consisted primarily of $77.0 million in net proceeds from the issuance of redeemable convertible preferred stock and $146.9 million in net borrowings from our securitization facility and revolving debt facilities, primarily associated with the increase in loan originations during the period.

For the nine months ended September 30, 2013, net cash provided by financing activities was $90.8 million and consisted primarily of $49.7 million in net proceeds from the issuance of redeemable convertible preferred stock and $55.1 million in net borrowings from our revolving debt facilities, primarily associated with the increase in loan originations during the period. These amounts were partially offset by $6.3 million used to repurchase redeemable convertible preferred stock from investors and $6.1 million used to repurchase common stock and warrants and retire stock options from current and former employees.

For the year ended December 31, 2013, net cash provided by financing activities was $142.6 million and consisted primarily of $107.0 million in net borrowings from our revolving debt facilities, primarily associated with the increase in loan originations during the year, and $49.7 million in net proceeds from the issuance of redeemable convertible preferred stock. These amounts were partially offset by $6.3 million used to repurchase redeemable convertible preferred stock from investors and $6.1 million used to repurchase common stock warrants and retire stock options from current and former employees.

For the year ended December 31, 2012, net cash provided by financing activities was $62.0 million and consisted primarily of $60.0 million in net borrowings from our revolving debt facilities, primarily associated with the increase in loan originations during the year, and $4.7 million in net proceeds from the issuance of redeemable convertible preferred stock.

Operating and Capital Expenditure Requirements

We believe that our existing cash balances, together with the available borrowing capacity under our revolving lines of credit, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. If our available cash balances and net proceeds from this

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offering are insufficient to satisfy our liquidity requirements, we will seek additional equity or debt financing. The sale of equity may result in dilution to our stockholders and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of additional debt, the agreements governing such debt could contain covenants that would restrict our operations and such debt would rank senior to shares of our common stock. We may require additional capital beyond our currently anticipated amounts and additional capital may not be available on reasonable terms, or at all.

Contractual Obligations

Our principal commitments consist of obligations under our outstanding debt facilities and securitization facility and non-cancelable leases for our office space and computer equipment. The following table summarizes these contractual obligations at September 30, 2014. Future events could cause actual payments to differ from these estimates.

	Payment Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Long-term debt:
Funding debt	$	347,234	$	11,806	$	277,095	$	58,333	$	—
Corporate debt		3,000		3,000		—		—		—
Interest payments (1)		29,487		14,325		14,415		747		—
Capital leases, including interest		479		232		247		—		—
Operating leases		23,638		2,553		6,070		5,986		9,029
Purchase obligations		2,385		1,007		1,378		—		—
Total contractual obligations	$	406,223	$	32,923	$	299,205	$	65,066	$	9,029

(1) Interest payments on our debt facilities with variable interest rates is calculated using the interest rate as of September 30, 2014.

The obligations of our subsidiaries for the funding debt described above and related interest payment obligations are structured to be non-recourse to On Deck Capital, Inc.

Off-Balance Sheet Arrangements

As of September 30, 2014, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus, we believe the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

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Allowance for Loan Losses (ALLL)

Our ALLL is established through periodic charges to the provision for loans losses. Loan losses are charged against the ALLL when we determine it is probable that we will be unable to collect all of the remaining principal amount due on a loan. Generally this happens on the 90th day of delinquency. Subsequent recoveries, if any, are credited to the ALLL.

We evaluate our loan portfolio on a pooled basis, due to its composition of small balance, homogenous loans with similar general credit risk characteristics and diversification among variables including industry and geography. We use a proprietary forecast loss rate at origination for new loans that have not had the opportunity to make payments when they are first funded. The allowance is subjective as it requires material estimates including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect customers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, seasonality, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond management’s control. Any combination of these factors may adversely affect our loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for credit losses which could impact future periods.

Accrual for Unfunded Loan Commitments

In September 2013, we introduced a line of credit product. Customers may draw on their lines of credit up to defined maximum amounts. As of September 30, 2014, our off-balance sheet credit exposure related to the undrawn line of credit balances was $17.6 million, and the accrual for unfunded loan commitments was $0.2 million. We determined the accrual with consideration of the probability of commitment usage, credit risk factors for lines of credit outstanding to these customers, and the terms and expiration dates of the unfunded debt facilities. We have sufficient cash and cash equivalents to provide funding for the undrawn lines of credit and do not believe the existence of the open credit balances negatively impacts our liquidity.

Accrual for Representations Made in Connection with Sale of Loans

As a component of our loan sale agreements, we have made certain representations to third-party institutional investors that purchase loans. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans, such as delinquent or fraudulent loan repurchase obligations or excess loss indemnification obligations, would be accrued. There are no restricted assets related to these agreements. As of September 30, 2014, we had not incurred any significant losses to date related to such post-sale obligations, and we have no estimable and probable obligations requiring accrual.

Nonaccrual Loans and Charged Off Loans

We consider a loan to be delinquent when the daily or weekly payments are one day past due. We do not recognize interest income on loans that are delinquent and non-paying. We only begin recognizing revenue again once customers resume making payments. The remaining unpaid principal balance is charged off when we determine it is probable that we will be unable to collect additional principal amounts on the loan. Generally, charge offs occur after the 90th day of delinquency.

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The following is a summary of our annualized net charge-off rate, defined as loans charged off, net of recoveries divided by average Unpaid Principal Balance, then annualized, for the years ended December 31, 2012 and 2013 and the nine months ended September 30, 2013 and 2014. Average Unpaid Principal Balance for the period is the simple average of the Unpaid Principal Balance as of the beginning of the period and as of the end of each quarter in the period.

	Year Ended December 31,						Nine Months Ended September 30,
	2012			2013			2013			2014
	(in thousands)
Loans charged-off, net of recoveries	$	6,844		$	16,415		$	10,842		$	26,697
Average Unpaid Principal Balance	$	60,508		$	145,978		$	128,481		$	314,237
Annualized net charge-off rate		11.3	%		11.2	%		11.3	%		11.3	%

Internal-Use Software Development Costs

We capitalize certain costs related to software developed for internal-use, primarily associated with the ongoing development and enhancement of our technology platform and other internal uses. We begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used to perform the function as intended. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in technology and analytics expense on our consolidated statements of operations.

Stock-Based Compensation

We incur stock-based compensation expense in connection with the issuance of stock options and warrants to employees, directors and consultants. We recognize compensation expense ratably over the requisite service period of the award. Option awards generally vest 25% one year from the grant date and then monthly in equal installments over the subsequent three-year period.

Stock-based compensation cost is measured on the grant date, based on the estimated grant date fair value of the award using a Black-Scholes pricing model, and recognized as an expense over the employee’s requisite service period on a straight-line basis. We recorded stock-based compensation expense of $0.2 million and $0.4 million for years ended December 31, 2012 and 2013 and $0.3 million and $1.4 million for the nine months ended September 30, 2013 and 2014, respectively. At September 30, 2014, we had $15.8 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock option grants that will be recognized over a weighted-average period of approximately 3.7 years. We expect to continue to grant stock options in the future, and to the extent that we do, our stock-based compensation expense recognized in future periods will likely increase.

We account for stock-based compensation arrangements with directors and consultants using a fair value approach. The fair value of these options is measured using the Black-Scholes option pricing model reflecting the same assumptions as applied to employee options in each of the reported periods, other than the expected life, which is assumed to be the remaining contractual life of the option. For director and consultant options subject to vesting, the compensation costs of these arrangements are subject to remeasurement over the vesting period.

Key Assumptions

Our Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected volatility of the price of our common stock, the expected term of the option, risk-free interest rates and the expected dividend yield of our common stock. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

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In determining the fair value of stock options granted, the following weighted-average assumptions were used in the Black-Scholes option pricing model for awards granted in the periods indicated:

	Year Ended December 31,		Nine Months Ended September 30,
	2012	2013	2013	2014
Assumptions:
Risk-free interest rate	0.83% - 0.96%	0.88% - 2.29%	0.88% - 1.29%	1.02% - 2.08%
Expected life (years)	5.86 - 6.13	5.76 - 8.52	5.76 - 6.08	3.22 - 6.13
Expected volatility	59% - 60%	54% - 60%	59% - 60%	35% - 59%
Dividend yield	0%	0%	0%	0%

Common Stock Valuations

The fair value of our common stock underlying stock options has historically been determined by our board of directors, with assistance from management, based upon information available at the time of grant. Given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid, our board of directors has exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock at each grant date. These factors included:

• contemporaneous and retrospective third-party valuations of our common stock

• the prices of shares of our common stock and redeemable convertible preferred stock (preferred stock) sold to investors in arm’s length transactions, and the rights, preferences and privileges of our preferred stock relative to our common stock

• our operating and financial performance

• current business conditions and projections

• our stage of development and business strategy

• the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our Company, given prevailing market conditions

• any adjustment necessary to recognize a lack of marketability for our common stock

• the market performance of comparable publicly-traded companies

• the U.S. and global capital market conditions

The estimated fair value per share of our common stock in the table below represents the determination by our board of directors of the fair value of our common stock as of the date of grant, taking into consideration the various objective and subjective factors described above, including the valuations of our common stock. In connection with the preparation of the financial statements necessary for the filing of the registration statement of which this prospectus forms a part, in the spring of 2014 we undertook retrospective valuations of the fair value of our common stock as of June 30, 2013, September 30, 2013 and December 31, 2013 for financial reporting purposes. In certain instances, the estimated fair value per share used for financial reporting purposes, as determined by these retrospective valuations, exceeded the exercise price assigned to the respective option grants. The estimated fair values of common stock as determined by these retrospective valuations were used to measure the stock-based compensation expense for options granted during these periods. There is inherent uncertainty in these estimates and, if we had made different assumptions than those described, the fair value of the underlying common stock and amount of our stock-based compensation expense, net loss and net loss per share amounts would have differed. Following the closing of this initial public offering, the fair value per share of our common stock for purposes of determining stock-based compensation will be the closing price of our common stock as reported on the applicable grant date.

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The following table summarizes by grant month the number of shares of common stock subject to stock options granted from January 1, 2013 through the date of this prospectus, as well as the associated per share exercise price and the estimated fair value per share of our common stock on the grant date:

Grant Date	Number of Shares Underlying Options Granted		Exercise Price per Share		Estimated Fair Value per Share
March 2013		266,500	$	1.53	$	1.53
April 2013		240,000	$	1.36	$	1.36
May 2013		49,500	$	1.36	$	1.36
June 2013		97,500	$	1.36	$	1.36
July 2013		100,000	$	1.36	$	1.48
August 2013		475,000	$	1.36	$	1.48
September 2013		247,500	$	1.36	$	1.48
October 2013		324,000	$	1.36	$	4.08
December 2013		56,500	$	1.36	$	4.08
January 2014		4,813	$	1.36	$	7.42
January 2014		68,000	$	7.42	$	7.42
February 2014		109,000	$	7.42	$	7.42
May 2014		348,000	$	18.95	$	18.95
June 2014(1)		19,470	$	7.42	$	18.95
June 2014		128,500	$	18.95	$	18.95
August 2014		1,028,000	$	21.32	$	21.32
September 2014		84,500	$	21.32	$	21.32
October 2014		149,000	$	24.76	$	24.76

(1) Represents stock options granted to option holders impacted by an exercise price modification of previously granted and unvested options. These stock options were granted with an exercise price equivalent to the modified exercise price of the original grants and are exercisable for a short period after vesting.

Based on an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, the intrinsic value of stock options outstanding at September 30, 2014 was $             million, of which $             million and $             million related to stock options that were vested and unvested, respectively, at that date.

In valuing our common stock, the board of directors has historically determined the equity value using either the market approach or the pricing of recent transactions involving our equity securities, which we view as a strong indicator of the value of illiquid securities such as our common stock.

The market approach estimates the fair value of a company by applying market multiples of comparable publicly traded companies in the same industry or similar lines of business. The market multiples are based on key metrics implied by the price investors have paid for publicly traded companies. Given our significant focus on investing in and growing our business, we primarily utilized a revenue multiple when performing valuation assessments under the market approach. When considering which companies to include in our comparable industry peer companies, we focused on U.S.-based publicly traded companies with businesses similar to ours. The selection of our comparable industry peer companies requires us to make judgments as to the comparability of these companies to us. We considered a number of factors including business description, business size, market share, revenue model, development stage and historical results of operations. We then analyzed the business and financial profiles of the selected companies for relative similarities to us and, based on this assessment, we selected our comparable industry peer companies.

For the December 31, 2012 and March 31, 2013 valuations, we used the pricing of our private placement of Series D redeemable convertible preferred stock as the baseline for determining our equity value due to the close

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proximity in time of the equity issuances in February and April 2013 to the valuation dates. For the June 30, 2013 and September 30, 2013 retrospective valuations, we used the market approach to determine our equity value. For the December 31, 2013 retrospective valuation, we used the pricing of our private placement of Series E redeemable convertible preferred stock as the baseline for determining our equity value due to the close proximity in time of the equity issuance in February 2014 to the valuation date. For each of these valuations obtained through December 31, 2013, the equity value determined was then allocated to the common stock using the Option Pricing Method, or OPM. The OPM treats common stock and preferred stock as call options on an equity value, with exercise prices based on the liquidation preference of the preferred stock. Therefore, the common stock has value only if the funds available for distribution to the stockholders exceed the value of the liquidation preference at the time of a liquidity event such as a merger, sale or initial public offering, assuming the enterprise has funds available to make a liquidation preference meaningful and collectible by the stockholders. The common stock is modeled as a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the redeemable convertible preferred stock is liquidated. The OPM uses the Black-Scholes option pricing model to price the call options. The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

For the March 31, 2014 valuation, we determined that the most reasonable approach to valuing our common stock was based on the pricing of our recently completed private placement of Series E redeemable convertible preferred stock, as well as the price of our common and redeemable convertible preferred stock sold in a tender offer. The tender offer allowed current investors and current and former employees to sell defined amounts of outstanding common and preferred stock and preferred stock warrants at the Series E redeemable convertible preferred stock issue price to third-party investors, within a defined timeframe. We assigned a 50% weighting to the OPM approach using the equity value based on the Series E redeemable convertible preferred stock offering price, and a 50% weighting to the price paid for common and redeemable convertible preferred stock and preferred stock warrants sold through the tender offer. This valuation approach was deemed most appropriate as the secondary transactions were a unique set of sales of our equity securities with the majority occurring in a defined timeframe and reliant on the availability and interest of third-party institutions to purchase the securities, thus justifying an equal weighting to the OPM approach.

For the June 30 and September 30, 2014 valuations, we determined the most reasonable approach to valuing our common stock to be a combination of the OPM, the probability weighted expected return method, or PWERM, and recent sales of our common and redeemable convertible preferred stock through a tender offer. We introduced the PWERM method at June 30, 2014 as greater certainty developed regarding a possible liquidity event, specifically an initial public offering, or IPO. The PWERM relies on a forward-looking analysis to predict the possible future value of our company. Under this method, discrete future outcomes, including an IPO, non-IPO scenarios, and a strategic merger or sale are weighted based on our estimate of the probability of each scenario. At both June 30 and September 30, 2014, we assigned 100% of the liquidity event weighting in the PWERM method to the IPO scenario as we had recently initiated the process to pursue an IPO and our Board of Directors deemed this to be the most likely future outcome for purposes of the PWERM calculation.

In valuing our common stock as of June 30, 2014, we assigned a 37.5% weighting to the OPM using the equity value based on the market approach, a 37.5% weighting to the PWERM (IPO scenario) using the equity value based on the market approach, and a 25% weighting to the price paid for common and redeemable convertible preferred stock and preferred stock warrants sold through the tender offer completed during the quarter ended June 30, 2014.

At September 30, 2014, we valued our common stock by assigning a 30% weighting to the OPM using the equity values based on the market approach, a 50% weighting to the PWERM (IPO scenario) using the equity value based on the market approach, and a 20% weighting to the price paid for common and redeemable convertible preferred stock and preferred stock warrants sold through the tender offer completed during the quarter ended June 30, 2014. The increased weighting of the PWERM (IPO) scenario at September 30, 2014 compared to June 30, 2014 was due to increased likelihood of an IPO as a result of the submission of a

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preliminary draft registration statement with the SEC on August 21, 2014, followed by the submission of an amendment on September 29, 2014.

Income Taxes

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset.

Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld upon examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax positions in any of the reporting periods included in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into interest rate or exchange rate hedging arrangements to manage the risks described below.

Interest Rate Sensitivity

Our cash and cash equivalents as of September 30, 2014 consisted of cash maintained in several FDIC insured operating accounts. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. Given the currently low U.S. interest rates, we generate only a de minimis amount of interest income from these deposits.

We are subject to interest rate risk in connection with borrowings under our debt agreements which are subject to variable interest rates. As of September 30, 2014, we had $156.4 million of outstanding borrowings under debt agreements with variable interest rates. As a result, each change of one percentage point in interest rates would result in an approximate $2.5 million change in our annual interest expense on our outstanding borrowings at September 30, 2014. Any debt we incur in the future may also bear interest at variable rates. Any increase in interest rates in the future will likely affect our borrowing costs under all of our sources of capital for our lending activities.

Foreign Currency Exchange Risk

Substantially all of our revenue and operating expenses are denominated in U.S. dollars. Therefore, we do not believe that our exposure to foreign currency exchange risk is material to our financial condition, results of operations or cash flows. If a significant portion of our revenue and operating expenses were to become denominated in currencies other than U.S. dollars, we may not be able to effectively manage this risk, and our business, financial condition and results of operations could be adversely affected by translation and by transactional foreign currency.

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Recently Issued Accounting Pronouncements and JOBS Act Election

In July 2013, the Financial Accounting Standards Board, or FASB, issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which amends ASC 740, “Income Taxes”. ASU 2013-11 requires entities to present unrecognized tax benefits as a liability and not combine it with deferred tax assets to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date. We adopted this pronouncement effective January 1, 2014 but, due to the nature and amounts of our unrecognized tax benefits and net operating loss carryforward, it has not had a significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition” which creates ASC 606, “Revenue from Contracts with Customers”, and supersedes ASC 605, “Revenue Recognition”. ASU 2014-09 requires revenue to be recognized at an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services. This accounting standard is effective for us beginning January 1, 2017. We are currently assessing the impact this accounting standard will have on our consolidated financial statements.

Under the Jumpstart Our Business Startups Act (JOBS Act), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

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BUSINESS

Our Company

We are a leading online platform for small business lending. We are seeking to transform small business lending by making it efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary OnDeck Score, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more than $1.7 billion in loans and collected more than 4.4 million customer payments since we made our first loan in 2007. Our loan originations have increased at a compound annual growth rate of 127% from 2011 to 2013 and had a year-over-year growth rate of 171% for the nine months ended September 30, 2014.

Small businesses are integral to the U.S. economy and the vibrancy of local communities. The 28 million small businesses in the United States employ approximately 50% of the private workforce. According to Civic Economics, spending at local retailers and restaurants returns to the local community on average more than double the amount per dollar spent as compared to spending at national chains.

Small business growth depends on efficient and frictionless access to capital, yet small businesses face numerous challenges that make it difficult to secure such capital. Small business owners are time and resource constrained, but the traditional borrowing process is time consuming and burdensome. Small businesses surveyed by the Federal Reserve Bank of New York indicated that the traditional funding process required them, on average, to dedicate 26 hours, contact 2.6 financial institutions and submit 2.7 loan applications. These challenges exist in part because it is inherently difficult to assess the creditworthiness of small businesses. Small businesses are a diverse group spanning many different industries, stages in development, geographies, financial profiles and operating histories, historically making it difficult to assess creditworthiness in a uniform manner and there is no widely-accepted credit score for small businesses. Small business data is scattered across dynamic online and offline sources, making it difficult to aggregate, analyze and monitor. There is no widely-accepted credit score for a small business, and frequently a small business owner’s personal credit score is used to assess creditworthiness even though it may not be indicative of the business’s credit profile. Furthermore, small businesses are not well served by traditional loan products. In addition, small businesses often seek small, short-term loans to fund short-term projects and investments, but traditional lenders may only offer products that feature large loan sizes, longer durations and rigid collateral requirements that are not well suited to their needs.

The small business lending market is vast and underserved. According to the FDIC, there were $178 billion in business loan balances under $250,000 in the United States in the second quarter of 2014, across 21.7 million loans. Oliver Wyman, a management consulting firm and business unit of Marsh & McLennan, estimates that there is a potential $80 to $120 billion in unmet demand for small business lines of credit, and we believe that there is also substantial unmet demand for other credit-related products, including term loans. We also believe that the application of our technology to credit assessment can stimulate additional demand for our products and expand the total addressable market for small business credit.

To better meet the capital needs of small businesses, we are seeking to use technology to transform the way this capital is accessed. We built our integrated platform specifically to meet their financing needs. Our platform touches every aspect of the customer lifecycle, including customer acquisition, sales, scoring and underwriting, funding, and servicing and collections. A small business can complete an online application 24 hours a day, 7 days a week. Our proprietary data and analytics engine aggregates and analyzes thousands of online and offline data attributes and the relationships among those attributes to assess the creditworthiness of a small business in real time. The data points include customer bank activity shown on their bank statements, government filings, tax and census data. In addition, in certain instances we also analyze reputation and social data. We look at both individual data points and relationships among the data, with each transaction or action being a separate data point that we take into account. A key differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit scoring system. Both our data and analytics engine and the algorithms powering

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the OnDeck Score undergo continuous improvement to automate and optimize the credit assessment process, enabling more rapid and predictive credit decisions. Each loan that we make involves our proprietary automated underwriting process, and approximately two-thirds of our loans are underwritten using a fully-automated underwriting process, without requiring manual review. Our platform supports same-day funding and automated loan repayment. This technology-enabled approach provides small businesses with efficient, frictionless access to capital.

Our business has grown rapidly. In 2013, we originated $458.9 million of loans, representing year-over-year growth of 165%, and in the first nine months of 2014, we originated $788.3 million of loans, representing year-over-year growth of 171%, all while maintaining consistent credit quality. Our growth in originations has been supported by a diverse and scalable set of funding sources, including committed debt facilities, a securitization facility and our OnDeck Marketplace, our proprietary whole loan sale platform for institutional investors. In 2013, we recorded gross revenue of $65.2 million, representing year-over-year growth of 155%, and in the first nine months of 2014, we recorded gross revenue of $107.6 million, representing year-over-year growth of 156%. For the year ended December 31, 2013 and the three months ended September 30, 2014, our Adjusted EBITDA was $(16.3) million and $2.6 million, respectively, our (loss)/income from operations was $(19.3) million and $0.7 million, respectively, and our net (loss)/income was $(24.4) million and $0.4 million, respectively. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion and reconciliation of Adjusted EBITDA to net loss. As of December 31, 2013 and September 30, 2014, our total assets were $235.5 million and $466.0 million, respectively, and the unpaid principal balance on loans outstanding was $216.0 million and $422.1 million, respectively.

Industry Background and Trends

Small Businesses are an Enormous Driver of the U.S. Economy

The growth and prosperity of small businesses are vital to the success of the U.S. economy and essential to the strength of local communities. According to the most recent data available from the U.S. Small Business Administration, there are 28 million small businesses in the United States. These small businesses contribute approximately 45% of U.S. non-agricultural gross domestic product and employ approximately 50% of the private workforce. Small businesses help build vibrant communities with local character and help support the growth of local economies. According to Civic Economics, spending at local retailers and restaurants returns to the local community on average more than double the amount per dollar spent as compared to spending at national chains.

Small Businesses Need Capital to Survive and Thrive

We believe that small businesses depend on efficient and frictionless access to capital to purchase supplies and inventory, hire employees, market their businesses and invest in new potential growth opportunities. The need for capital may be seasonal, such as an ice cream vendor hiring for the summer months or a retailer buying inventory in anticipation of the holiday season. It may also be sudden and unexpected, such as a restaurant responding to a last minute catering request or a manufacturer winning a valuable new contract that requires more raw materials. According to a survey by the Federal Reserve Bank of New York, ability to manage uneven cash flow was cited as the most frequent concern of small businesses. The payback period on these investments can be short while the return on investment may benefit the small business for years.

Small Businesses are Unique and Difficult to Assess

Small businesses are a diverse group spanning many different industries, stages in development, geographies, financial profiles and operating histories, historically making it difficult to assess creditworthiness in a uniform manner, and there is no widely-accepted credit score for small businesses. For example, a restaurant has a very different operating and financial profile from a retail store and both are very different from a doctor’s office. Credit assessment is inherently difficult because small business data is constantly changing as the business evolves and is scattered across a myriad of online and offline sources, unlike consumer credit assessment where a lender can generally look to scores provided by consumer credit bureaus. This data includes financial data, credit

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data, government and public records, transactional data, online social data, accounting data and behavioral data. While much of this data is rapidly moving online, certain data remains predominantly offline. In addition, small businesses are not consistently covered by traditional credit bureaus. Once obtained, the data needs to be cleansed, normalized, weighted and analyzed to be useful in the credit scoring decision.

Small Businesses are not Adequately Served by Traditional Lenders

We believe traditional lenders face a number of challenges and limitations that make it difficult to address the capital needs of small businesses, such as:

• Organizational and Structural Challenges. The costly combination of physical branches and manually intensive underwriting procedures makes it difficult for traditional lenders to efficiently serve small businesses. They also serve a broad set of customers, including both consumers and enterprises, and are not solely focused on addressing the needs of small businesses.

• Technology Limitations. Many traditional lenders use legacy or third-party systems that are difficult to integrate or adapt to the shifting needs of small businesses. These technology limitations make it challenging for traditional lenders to aggregate new data sources, leverage advanced analytics and streamline and automate credit decisions and funding.

• Products not Designed for Small Businesses. Small businesses are not well served by traditional loan products. According to Oliver Wyman, traditional lenders often offer products characterized by larger loan sizes, longer durations and rigid collateral requirements. By contrast, small businesses often seek small loans for short-term investments.

As a result, we believe that small businesses feel underserved by traditional lenders. According to the FDIC, the percentage of commercial and industrial loans with a balance less than $250,000 has declined from 20% of total dollars borrowed in 2004 to 13% in the second quarter of 2014. According to Oliver Wyman, 75% of small businesses are looking to borrow less than $50,000. In addition, according to the second quarter 2014 Wells Fargo-Gallup Small Business Index, only 25% of small businesses reported that obtaining credit was easy.

Challenges for Small Businesses

Small Business Owners are Time and Resource Constrained

We believe that small business owners lack many of the resources available to larger businesses and have fewer staff on which to rely for critical business issues. According to a survey by eVoice, time is viewed as the most valuable asset to small business owners. Small businesses typically do not employ a financial staff or internal advisors, and small business owners often act as both manager and employee. According to the same survey, 91% of small business owners perform three or more employee roles in any given day. Time spent inefficiently may mean lost sales, extra expenses and personal sacrifices.

Traditional Lending is not Geared Towards Small Businesses

Traditional lenders do not meet the needs of small businesses for a number of reasons, including the following:

• Time Consuming Process. According to a Harvard Business School study, the traditional borrowing process includes application forms which are time consuming to assemble and complete, long in-person meetings during business hours and manual procedures that delay decisions. Small businesses surveyed by the Federal Reserve Bank of New York indicated that the traditional funding process required them, on average, to dedicate 26 hours, contact 2.6 financial institutions and submit 2.7 loan applications.

• Non-Tailored Credit Assessment. There is no widely-accepted credit score for small businesses. Traditional lenders frequently rely upon the small business owner’s personal credit as a primary

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indicator of the business’s creditworthiness, even though it is not necessarily indicative of the business’s credit profile. As a result, a creditworthy business may be denied funding or offered a product that fits poorly with its needs.

• Product Mismatch. According to Oliver Wyman, small businesses often seek small loans and evaluate their investment opportunities on a “dollars in, dollars out” basis, since the payback period is short. According to survey data reported by Oliver Wyman, 75% of small businesses are looking to borrow less than $50,000. Small businesses often seek small, short-term loans to fund short-term projects and investments, but are met with traditional loan products that feature large loan sizes, longer durations and rigid collateral requirements that are not well suited to their needs.

Alternatives to Traditional Bank Loans are Inadequate

Small businesses whose lending needs are not met by traditional bank loans have historically resorted to a fragmented landscape of products, including merchant cash advances, credit cards, receivables factoring, equipment leases and home equity lines, each of which comes with its own challenges and limitations. Merchant cash advances are expensive and limited to certain industries. Credit cards are pervasive but cannot be used for certain types of expenses and face limitations on size. Equipment leasing and receivables factoring both have a cumbersome application process and are only appropriate for specific use cases. Home equity lines have strict collateral requirements, are unappealing to business owners on a personal level and are challenging for businesses with multiple owners.

Modernization of Small Businesses

Small Businesses are Embracing Technology

The proliferation of technology is changing the way small business owners manage their operations. According to a National Small Business Association survey, 70% of small businesses view technology as very important to the success of a business. Small businesses are increasingly using technology to purchase inventory, pay bills, manage accounting and conduct digital marketing. According to the survey, 85% of small businesses purchase supplies online, 83% manage bank accounts online, 82% maintain their own website, 72% pay bills online and 41% use tablets for their business. We believe small business owners expect a user-friendly online borrowing experience.

The Digital Footprint of Small Businesses is Expanding

An increasing amount of information about small businesses is available electronically. Traditional data sources used to assess business creditworthiness, including government data, transactional information, bank accounts, public records and credit bureau data, are all transitioning online. In addition, many small businesses use social media such as Facebook, Twitter and LinkedIn to interact with customers, partners and stakeholders and manage their online business listings on review sites such as Yelp. A National Small Business Association survey reports that 73% of small businesses use a social media platform for their online strategies. This vast amount of real-time digital data about small businesses can be used to generate valuable insights that help better assess the creditworthiness of a small business.

The Opportunity

The small business lending market is vast and underserved. According to the FDIC, there were $178 billion in business loan balances under $250,000 in the United States in the second quarter of 2014, across 21.7 million loans. Oliver Wyman estimates that there is a potential $80 to $120 billion in unmet demand for small business lines of credit, and we believe that there is also substantial unmet demand for other credit-related products, including term loans. We also believe that the application of our technology to credit assessment can stimulate additional demand for our products and expand the total addressable market for small business credit.

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Our Solution

We use technology to transform the way small businesses access capital. Our solution was built specifically to address small businesses’ capital needs and consists of our loan products, our end-to-end integrated platform and the OnDeck Score. We offer two products to small businesses to enable them to access capital: term loans and lines of credit. Our proprietary, end-to-end integrated platform includes: our website, which allows small businesses to apply for a loan in minutes, 24 hours a day 7 days a week; our proprietary data and analytics engine that analyzes thousands of data attributes from disparate sources to assess the real-time creditworthiness of a small business; the technology that enables for seamless funding of our loans; our daily and weekly collections and ongoing servicing system. A key differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit-scoring system. The OnDeck Score aggregates and analyzes thousands of data elements and attributes related to a business and its owners that are reflective of the creditworthiness of the business as well as predictive of its credit performance. Our proprietary data and analytics engine and the algorithms powering the OnDeck Score undergo continuous improvement through machine learning to automate and optimize the credit assessment process.

Our customers choose us because we provide the following key benefits:

• Access. By combining technology with comprehensive and relevant data that captures the unique aspects of small businesses, we are able to better assess the creditworthiness of small businesses and approve more loans. In addition, we provide customers with access to products that match their capital needs.

• Speed. Small businesses can submit an application on our website in as little as minutes. We are able to provide most loan applicants with an immediate approval decision and transfer funds as fast as the same day. Because we require no in-person meetings and have an intuitive online application form, we have been able to significantly increase the convenience and efficiency of the application process.

• Experience. We offer small businesses a high tech, high touch experience tailored to their needs. Small businesses can apply online. Our U.S.-based internal salesforce and customer service representatives are available throughout the application process to assist with the application process and answer questions from potential customers. Furthermore, the OnDeck Score incorporates data from each customer’s history with us, ensuring that we deliver increasing efficiency to our customers in making repeat loan decisions. We also report back to several business credit bureau agencies, which can help small businesses build their business credit.

Our Competitive Strengths

We believe the following competitive strengths differentiate us and serve as barriers for others seeking to enter our market:

• Significant Scale. Since we made our first loan in 2007, we have funded more than $1.7 billion in loans across more than 700 industries in all 50 U.S. states and have recently begun lending in Canada, and have collected more than 4.4 million customer payments and maintain a proprietary database of more than 10 million small businesses. In 2013, we originated $458.9 million of loans, representing year-over-year growth of 165%, and in the first nine months of 2014, we generated origination volume of $788.3 million, representing year-over-year growth of 171%. Our increasing scale offers significant benefits including lower customer acquisition costs, access to a broader dataset, better underwriting decisions and a lower cost of capital.

• Proprietary Data and Analytics Engine. We use data analytics and technology to optimize our business operations and the customer experience including sales and marketing, underwriting, servicing and risk management. Our proprietary data and analytics engine and the OnDeck Score provide us with significant visibility and predictability in assessing the creditworthiness of small businesses and allow us to better serve more customers across more industries. With each loan application, each funded loan and each daily or weekly payment, our data set expands and our OnDeck Score continues to improve.

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Our analysis suggests that the current iteration of our proprietary credit-scoring model has become 85% more accurate at predicting bad credit risk in small businesses across a range of credit risk profiles than personal credit scores alone. We are therefore able to lend to more small businesses than traditional lenders, which need to compensate for their more limited analytical model by being more restrictive in lending decisions. We are also able to use our proprietary data and analytics engine to pre-approve customers and target those customers predisposed to take a loan and that have a high likelihood of approval.

• End-to-End Integrated Technology Platform. We built our integrated platform specifically to meet the financing needs of small businesses and every loan we make is done so through our platform. Our platform touches every aspect of the customer lifecycle, including customer acquisition, sales, scoring and underwriting, funding, and servicing and collections. This purpose-built infrastructure is enhanced by robust fraud protection, multiple layers of security and proprietary application programming interfaces. It enables us to deliver a superior customer experience, facilitates agile decision making and allows us to efficiently roll out new products and features. We use our platform to underwrite, process and service all of our small business loans regardless of distribution channel.

• Diversified Distribution Channels. We are building our brand awareness and enhancing distribution capabilities through diversified distribution channels, including direct marketing, strategic partnerships and funding advisors. Our direct marketing includes direct mail, radio, TV, social media and other online marketing channels. Our strategic partners, including banks, payment processors and small business-focused service providers, offer us access to their base of small business customers, and data that can be used to enhance our targeting capabilities. We also have relationships with a large network of funding advisors, including businesses that provide loan brokerage services, which drive distribution and aid brand awareness. Our strategic partners and funding advisors received average commissions of 2.1% and 7.0% of loan principal, respectively, for the three months ended September 30, 2014, 2.5% and 7.4%, respectively, for the nine months ended September 30, 2014, and 2.5% and 7.5%, respectively, for the year ended December 31, 2013. Our internal salesforce contacts potential customers, responds to inbound inquiries from potential customers, and is available to assist all customers throughout the application process.

The following table summarizes the percentage of loans originated by our three distribution channels for the periods indicated:

Percentage of Originations (Number of Loans)	Year Ended December 31, 2012			Year Ended December 31, 2013			9 Months Ended September 30, 2014			3 Months Ended September 30, 2014
Direct		23.4	%		44.1	%		54.4	%		56.2	%
Strategic Partner		8.0	%		10.3	%		13.4	%		14.9	%
Funding Advisor		68.5	%		45.6	%		32.3	%		28.9	%
Percentage of Originations (Dollars)
Direct		19.4	%		34.4	%		43.0	%		46.8	%
Strategic Partner		5.5	%		9.2	%		12.7	%		13.8	%
Funding Advisor		75.1	%		56.4	%		44.3	%		39.4	%

• High Customer Satisfaction and Repeat Customer Base. Our strong value proposition has been validated by our customers. We had a Net Promoter Score of 71 in 2013 based on our internal survey of customers that we acquired via our direct marketing and strategic partner channels. The Net Promoter Score is a widely used index ranging from negative 100 to 100 that measures customer loyalty. Our score places us at the upper end of customer satisfaction ratings and compares favorably to the average NPS score of 9 for national banks, 19 for regional banks and 46 for community banks. We have also consistently achieved an A+ rating from the Better Business Bureau. We believe that high customer satisfaction has played an important role in repeat borrowing by our customers. In 2013,

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43.5% of loan originations were by repeat customers, who either replaced their existing loan with a new, usually larger, loan or took out a new loan after paying off their existing OnDeck loan in full. Thirty percent of our origination volume from repeat loans in 2013 was due to unpaid principal balances rolled from existing loans directly into such repeat originations. For the nine months ended September 30, 2014, 49.2% of loan originations were by repeat customers.

• Durable Business Model. Since we began lending in 2007, we have successfully operated our business through both strong and weak economic environments. Our real-time data, short duration loans, automated daily and weekly collection, risk management capabilities and unit economics enable us to react rapidly to changing market conditions and generate attractive financial results. In addition, we believe the consistency and stability of the credit performance of our loan portfolio are appealing to our sources of funding and help validate our proprietary credit scoring model.

• Differentiated Funding Platform. We source capital through multiple channels, including debt facilities, securitization and the OnDeck Marketplace, our proprietary whole loan sale platform for institutional investors. This diversity provides us with multiple, scalable funding sources, long-term capital commitments and access to flexible funding for growth. In addition, because we contribute a portion of the capital for each loan we fund via our debt facilities and securitization, we are able to align interests with our investors.

• 100% Small Business-Focused. We are passionate about small businesses. We have developed significant expertise over our seven-year operating history exclusively focused on assessing and delivering credit to small businesses. We believe this passion, focus and small business credit expertise provides us with significant competitive advantages.

Our Strategy for Growth

Our vision is to become the most trusted lender to small businesses, and to accomplish this, we intend to:

• Continue to Acquire Customers Through Direct Marketing and Sales. We plan to continue investing in direct marketing and sales to add new customers and increase our brand awareness. As our dataset expands, we will continue to pre-approve and target those customers predisposed to take a loan and that have a high likelihood of approval. We have already seen success from this strategy with an increase in loan transactions attributable to direct marketing of 350% in 2013.

• Broaden Distribution Capabilities Through Partners. We plan to expand our network of partners including banks, payment processors, funding advisors and small business-focused service providers and leverage their relationships with small businesses to acquire new customers.

• Enhance Data and Analytics Capabilities. We plan to make substantial investments in our data and analytics capabilities. Our data science team continually uncovers new insights about small businesses and their credit performance and considers new data sources for inclusion in our models, allowing us to evaluate and lend to more customers. As our dataset expands, our self-reinforcing scoring algorithm continues to improve through machine learning, enabling us to make better lending decisions.

• Expand Product Offerings. We will continue developing products that support small businesses from inception through maturity. Following the successful recent introduction of our line of credit and 24-month term loan products, over time we plan to expand our offerings by introducing new credit-related products for small businesses. We believe this will allow us to provide a more comprehensive offering for our current customers and introduce small business owners to our platform whose needs are not currently met by our term loan and line of credit products. We may fund the expansion of our product offerings in part from the proceeds we receive from our initial public offering, or IPO, but we have not yet finalized the specific products we will introduce or established a specific timeline to expand our product offerings.

• Extend Customer Lifetime Value. We believe we have an opportunity to increase revenue and loyalty from new and existing customers. We have the ability to accommodate our customers’ needs as they

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grow and as their funding needs increase and change. We plan to introduce new features and product cross-sell capabilities to continue driving the increased use of our platform, including mobile functionality to increase user engagement. We are focused on providing a positive customer experience and on continuing to drive customer loyalty.

• Targeted International Expansion. We believe small businesses around the world need capital to grow, and there is an opportunity to expand our small business lending in select countries outside of the United States. For example, in the second quarter of 2014, we started providing loans in Canada, and we continue to evaluate additional international market opportunities. We may fund our international expansion in part from the proceeds we receive from our IPO but we have not yet committed to any specified location or established a particular timeline to pursue this opportunity.

Our Sales and Marketing

We originate small business loans through three channels: direct marketing, strategic partners and a funding advisor program. While customers can apply for a loan directly on our website, they also have the ability to initiate contact with us through other means, such as by telephone or through a strategic partner or funding advisor. We underwrite, process and service all of our small business loans on our platform regardless of distribution channel. The following table summarizes the percentage of loans originated by our three distribution channels for the periods indicated:

Percentage of Originations (Number of Loans)	Year Ended December 31, 2012			Year Ended December 31, 2013			9 Months Ended September 30, 2014			3 Months Ended September 30, 2014
Direct		23.4	%		44.1	%		54.4	%		56.2	%
Strategic Partner		8.0	%		10.3	%		13.4	%		14.9	%
Funding Advisor		68.5	%		45.6	%		32.3	%		28.9	%
Percentage of Originations (Dollars)
Direct		19.4	%		34.4	%		43.0	%		46.8	%
Strategic Partner		5.5	%		9.2	%		12.7	%		13.8	%
Funding Advisor		75.1	%		56.4	%		44.3	%		39.4	%

Direct Marketing

We have originated small business term loans through the direct marketing channel since 2007 and have recently begun originating lines of credit. Through this channel we make contact with prospective customers utilizing direct mail, social media, television, radio and online marketing. We also engage in some outbound calling. Supported by our direct sales team, we funnel customer leads generated through such efforts to our website.

Our direct sales team is located in our New York City and Denver offices. This team primarily focuses on generating loan originations and assisting applicants throughout the application process by responding to applicant questions, collecting documentation and providing notification of application outcomes. While our website facilitates the loan application process, borrowers may elect to mail, fax or email us documentation. In such cases, our direct sales team assists in collecting this documentation. Members of the direct sales team have a commission component to their compensation that is based on loan volume.

Strategic Partners

We have originated small business loans through our strategic partner channel since 2011. Through this channel, we are introduced to prospective customers by third parties, who we refer to as strategic partners, that serve or otherwise have access to the small business community in the regular course of their business. Strategic partners conduct their own marketing activities which may include direct mail, online marketing or leveraging

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existing business relationships. Strategic partners include, among others, banks, small business-focused service providers, other financial institutions, financial and accounting solution providers, payment processors, independent sales organizations, leasing companies and financial and other websites. The material terms of our agreements with strategic partners include the payment by us of referral fees, generally based on the amount of the funded loan, in exchange for customers referred to our platform. Such agreements also typically contain other customary terms, including representations and warranties, covenants, termination provisions and expense allocation. Strategic partners differ from funding advisors (described below) in that they generally provide a referral to our direct sales team and our direct sales team is the main point of contact with the borrower. On the other hand, funding advisors serve as the main point of contact with the borrower and may help a borrower assess multiple funding opportunities. As such, funding advisors’ commissions generally exceed strategic partners’ referral fees. Our relationships with strategic partners provide for the payment of a referral fee upon the funding of a loan. Such fee is generally based on the amount of the funded loan. During 2013, the average commission we paid to a strategic partner was 2.5% of loan principal. We have entered into a general marketing agreement with one strategic partner that provides for common stock purchase warrants that vest upon reaching certain performance goals.

Funding Advisor Program

We have originated small business loans through the funding advisor program channel since 2007. Through this channel we make contact with prospective customers by entering into relationships with third-party independent advisors that typically offer a variety of financial services to small businesses, including commission-based business loan brokerage services (each, a FAP). FAPs conduct their own marketing activities which may include direct mail, online marketing, paid leads, television and radio advertising or leveraging existing business relationships. FAPs include independent sales organizations, commercial loan brokers and equipment leasing firms. FAPs act as intermediaries between potential customers and lenders by brokering business loans on behalf of potential customers. In order to become a FAP, the FAP must have proven experience performing such role, complete an interview with us, clear a background check, undergo training and sign an agreement with us. During 2013, the average commission we paid to a FAP was 7.5% of loan principal. Our relationships with FAPs provide for the payment of a commission upon the funding of a loan. As of September 30, 2014, we had relationships with more than 650 FAPs and no single FAP was associated with more than 3% of the total loans we made.

Our Customers

We provide term loans and lines of credit to a diverse set of small businesses. We have funded more than $1.7 billion in loan volume across more than 700 industries in all 50 U.S. states and have recently begun lending in Canada and have collected more than 4.4 million customer payments since our first loan in 2007. The top five states in which we originated loans in 2013 and in the nine months ended September 30, 2014 were California, Florida, New York, Texas and New Jersey, representing approximately 14%, 10%, 8%, 8% and 4% of our total loan originations, respectively, for the year ended December 31, 2013 and approximately 15%, 9%, 8%, 8% and 4% of our total loan originations, respectively, for the nine months ended September 30, 2014. Our customers have a median of $568,000 in annual revenue, with 90% of our customers having between $150,000 and $3.2 million in annual revenue, and have been in business for a median of 7.5 years, with 90% in business between 2 and 31 years.

During the nine months ended September 30, 2014, the average size of a term loan made on our platform was $44,602 and the average size of a line of credit extended to our customers was $15,944.

We often make additional loans to former customers after they have fulfilled all of their payment obligations to us. We also make additional loans to existing customers while their payment obligations on their original loans remain outstanding. In order for a current customer to qualify for a new loan while a payment obligation remains outstanding, the customer must be current on its scheduled loan payments and approximately half of any existing

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OnDeck loan must be paid down. Our underwriting process for repeat customers is selective and we fully re-underwrite each repeat customer on each loan and take into account the payment history of the repeat customer’s prior or existing loans. In 2013 and during the nine months ended September 30, 2014, repeat customers made up 43.5% and 49.2%, respectively of our originations.

Our Products

We offer financing to small businesses through a term loan product and a revolving line of credit product.

Term Loan Product

Our primary business is to offer fixed term loans to eligible small businesses. The principal amount of each term loan ranges from $5,000 to $250,000. The principal amount of our term loan is a function of the requested borrowing amount and our credit risk assessment, using the OnDeck Score, of the customer’s ability to repay the loan. The original term of each individual term loan ranges from 3-24 months. We believe that the highly tailored loan terms are a competitive advantage given the short-term, project-specific nature of many of our customers’ borrowing needs. Customers repay our term loans through fixed automatic ACH collections from their business bank account on either a daily or weekly basis. Certain term loans are originated by our issuing bank partners and loans that we purchase from the issuing banks have similar performance to loans that we originate. We generally pay our issuing bank partners a fee of approximately 0.7% of loan principal.

Line of Credit Product

Our second loan product is a revolving line of credit with fixed six-month level-yield amortization on amounts outstanding and automated weekly payments. The credit lines offered to customers are from $5,000 to $25,000. A customer may be offered a line of credit based on our credit risk assessment of the customer’s ability to repay the line of credit. We do not currently purchase lines of credit from issuing bank partners.

Our Loan Pricing

Our loans are priced based on a risk assessment generated by our proprietary data and analytics engine, which includes the OnDeck Score. Customer pricing is determined primarily based on the customer’s OnDeck Score, the loan term and origination channel. Loans originated through direct marketing and strategic partners are generally lower cost than loans originated through FAPs due to the commission structure of the FAP program.

Our loans are quoted in “cents on the dollar” or based on an interest rate, depending on the type of loan. In general, term loans are quoted in COD terms, and lines of credit are quoted with an interest rate. Given the use case and payback period associated with shorter term products, many of our customers prefer to understand pricing on a “dollars in, dollars out” basis and are primarily focused on total payback cost.

Our borrowers pay between $0.01 to $0.06 per month in interest for every dollar they borrow under one of our term loans, with the actual amount typically driven by the length of term of the particular loan. We believe small business borrowers tend to evaluate term loans primarily on a “cents on dollar” payback rate basis, rather than APR. Because of this, and because many of our loans are short-term in nature and APR is calculated on an annualized basis, we do not believe that APR as applied to our loans is meaningful for measuring the expected returns to us or costs to our customer. The APRs of our term loans range from 19.9% to 99%. The APRs of our lines of credit range from 29% to 36%. We do not use APR as an internal metric to evaluate the performance of our business or as a basis to compensate our employees or to measure their performance. The interest on commercial business loans is also tax deductible as permitted by law, as compared to typical personal loans which do not provide a tax deduction. APR does not give effect to the small business borrower’s possible tax deductions and cash savings associated with business related interest expenses. We believe that our product pricing has historically fallen between traditional bank loans to small businesses and non-bank small business financing alternatives such as merchant cash advances.

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Our Platform and the Underwriting Process

We believe that our technology platform enables a significantly faster process to apply for a loan, a credit assessment that more accurately determines a small business applicant’s creditworthiness and a superior overall experience. Our platform touches each point of our relationship with customers, from the application process through the funding and servicing of loans.

We provide an automated, streamlined application process that potential customers may complete in as little as minutes. Our proprietary scoring model provides applicants with a funding decision rapidly and we can then fund customers as fast as the same day. Once funded, our customers can use our online portal to monitor their loan balance in real time. To the customer, the process appears simple, seamless and efficient but our platform leverages sophisticated, proprietary technology to make it possible.

Online Application Process

Since inception, our platform has processed more than 4.4 million customer payments and currently incorporates a proprietary database of more than 10 million small businesses. We maintain our platform with 94 full-time technology and analytics employees and have invested over $125 million in our platform to date. We

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believe our technology platform is a significant competitive advantage and is one of the most important reasons that customers take loans from us. From the customer’s perspective, our platform touches all five stages of the customer life cycle: application; data aggregation; credit assessment; funding; and servicing and collections.

Stage 1: Application

Our underwriting process begins with submission of a loan application by a prospective customer. We make available several methods for submitting loan applications. The majority of our customers apply on our website and they can also apply over the phone, via fax or through a funding advisor. Our customers who come to us through the strategic partner channel are generally directed to our website and interact with our direct sales team. Interaction with the strategic partner often ends once the referral is made. On the other hand, funding advisors serve as the main point of contact with the borrower and may help a borrower assess multiple funding opportunities. The funding advisor typically helps the customer complete its application while the strategic partner generally leaves the interaction to our website and/or our direct sales team. As part of the application process, the prospective customer is only asked to provide personal details, bank account information and business history. Applicants may complete an application on our website in as little as minutes, significantly reducing the time normally spent applying for a small business loan.

Stage 2: Data Aggregation

Upon submission of a completed application, our credit models are populated with all information contained in the submitted loan application. This information includes, among other data, the prospective customer’s time in business, industry, self-reported revenue, desired loan amount and use of proceeds. Additional data from a number of external sources may include business bank account data, business and personal credit bureau data, government and public records, transactional data and accounting data is aggregated, cleansed and normalized. In certain instances, we also collect and analyze business reputation and social data from different sources (such as Google Places, Foursquare, OpenTable and ZocDoc) as one among many factors used to verify an applicant’s identity, for possible fraud detection and for possible use as a component in our determination of creditworthiness. For example, if we cannot confirm a restaurant’s location via Google Places or cannot find it on OpenTable, then that may be an indicator of potential fraud. We also use behavioral data, which we define as information we glean from merchant behavior as they apply to us for loans, such as self-reported use of proceeds, choice of loan parameters and signals in bank and cash flow data such as frequent overdraft penalties to evaluate risk of default. In total, our platform can aggregate and analyze over 2,000 unique data points from over 100 sources per application. We believe that the aggregation and analysis of a myriad of business-specific data by our platform provides applicants the opportunity to have the current health of their business evaluated with better accuracy.

Stage 3: Credit Assessment

In order to efficiently screen applicants, we designed an initial qualification phase to review basic information regarding a prospective customer that has been submitted with the application or gathered by us from available sources. Once complete, either the prospective customer’s loan application proceeds to the next phase of the underwriting process or the prospective customer is notified of the decision to decline its application.

Following initial qualification, we initiate a credit review utilizing our proprietary risk scoring model and decisioning system to generate an OnDeck Score for the prospective customer that drives the decision whether to extend credit. Our proprietary credit-scoring model and decisioning system, developed by our credit analytics team, is routinely monitored, tested and validated by our risk management team. Following the generation of the OnDeck Score, either the prospective customer will be notified of the decision to decline its application for failing to meet minimum requirements or the loan application will undergo a separate proprietary system analysis of the business’s operating cash flows.

Following credit evaluation and analysis of the business’s operating cash flows, we will either (i) auto-approve the customer for a small business loan with one or more approved sets of loan characteristics, (ii) have

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our underwriting team review the loan application or (iii) decline the prospective customer’s loan application. Most of the loans we make to our customers are auto-approved and do not require manual underwriting. Our team reviews loan applications when our credit underwriting system determines additional information or verification is needed to complete the credit decisioning process. Following this review, our underwriting team will (i) approve the prospective customer for a small business loan with one or more approved (or revised) sets of loan characteristics, (ii) decline to make any revisions to an existing loan offer or (iii) decline the prospective customer’s loan application. Our underwriting team is located in our Arlington, Virginia office.

Our platform enables us to automate a significant portion of the credit assessment process, reducing the personal time commitment necessary for an applicant to receive a funding decision and accelerating the time to funding.

Loans purchased from our issuing bank partner are priced and offered to the customer using rates and parameters set by the issuing bank partner and recommended by us. The pricing set by our issuing bank partner is generally consistent with OnDeck’s pricing. Loans purchased from our issuing bank partner are originated on our platform as approved by the issuing partner and underwritten using the issuing bank partner’s underwriting criteria. We are aware of such criteria when we recommend loans to the issuing bank partner, and the underwriting criteria used by the issuing bank partner are substantially similar to the criteria used for loans originated on our platform.

Stage 4: Approval and Funding

Before we approve a loan, our platform automatically checks the identity of the prospective customer for compliance with “Know Your Customer,” OFAC terrorist watch list and Politically Exposed Persons regulations. Once this step and the other approval steps have been satisfactorily completed, the loan application is approved. Following approval of a loan application, we make a loan agreement available online for the prospective customer’s review and approval. We generally file a lien against all of the assets of a business. Upon execution of the loan agreement by the small business and execution of a personal guarantee by the small business owner, we advance loan proceeds either by wire transfer or through an ACH payment directly to the same business bank account analyzed to underwrite the loan. In accordance with applicable loan payment schedules, we generally begin debiting the customer’s business bank account for loan repayments on the following business day.

Stage 5: Servicing and Collections

We utilize an automated process for collecting scheduled loan payments from our customers. Each customer authorizes us to debit their business bank account by ACH for the transfer of scheduled loan payments. The business’s operating account used to underwrite the business loan is required to be the designated bank account used for the ACH debit process. Upon loan origination, we establish the payment schedule to be either each business day or weekly with payment occurring on a set business day.

We use the loan servicing platform to monitor and track payment activity. With built-in payment tracking functionality and automated missed payment notifications, the loan servicing platform allows us to monitor performance of outstanding loans on a real-time basis. We service all loans on our platform regardless of funding source. We have a committed backup servicer in place that has the ability to take over and service our loan portfolio in the event we are unable to do so on our platform. The backup servicer receives regular information regarding our loan portfolio so it can quickly ramp up to perform backup servicing if needed. To date, we have not had to activate backup servicing capabilities.

We have developed a strategy to optimize the collections process for delinquent loans. Upon becoming one day delinquent, a loan enters our collections process. Our collections process is divided into distinct stages based on the delinquency severity of the applicable loan, which dictates the level of collection steps taken. Generally, loans progress through the collection cycle based upon the number of days past due but can be accelerated based on specific circumstances. In certain circumstances, delinquent customers may enter a workout program designed

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by the collections team to be a temporary modification of the delinquent business’s payment schedule. We have an internal collections team and we also use certain third party service providers for the same purpose. For the nine months ended September 30, 2014, fees paid to these service providers were less than $30,000. We are currently selling the majority of our charged-off loans to established and reputable third-party collection agencies. These agencies purchase charged-off loans in exchange for a fee calculated based on the percentage of the unpaid loan balance and seek to collect payment on such loans after they have been purchased.

Our Subsidiaries

We currently have five active subsidiaries, each of which is wholly-owned by On Deck Capital, Inc. These subsidiaries perform the following functions:

• On Deck Asset Company, LLC. This special purpose vehicle is the borrower under a current asset-backed revolving debt facility.

• OnDeck Asset Pool, LLC. This special purpose vehicle is the borrower under a current asset-backed revolving debt facility.

• Small Business Asset Fund 2009 LLC. This special purpose vehicle is the borrower under a current asset-backed revolving debt facility.

• OnDeck Account Receivables Trust 2013-1 LLC. This special purpose vehicle is the borrower under a current asset-backed revolving debt facility.

• OnDeck Asset Securitization Trust LLC. This special purpose vehicle is the issuer under our current asset-backed securitization facility.

See the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Indebtedness” for more information regarding these five subsidiaries.

Our Risk Management

Our management team has operated the business through both strong and weak economic environments and has developed significant risk management experience and protocols. Accordingly, we employ a rigorous, comprehensive and programmatic approach to risk management that is ingrained in our business. The objectives of our risk management program are to:

• manage the risks of the company, including developing and maintaining systems and internal controls to identify, approve, measure, monitor, report and prevent risks;

• foster a strong risk-centric mindset across the company; and

• control and plan for credit risk-taking consistent with expectations.

We accomplish these risk management objectives both structurally, through product and platform features, as well as by employing a team of risk management professionals focused on credit and portfolio risks and broader enterprise risks.

The structural protections inherent in our products and technology platform enable us to provide real-time risk monitoring and management. From an underwriting perspective, we make credit decisions based on real-time performance data about our small business customers. We believe that the data and analytics powering the OnDeck Score can predict the creditworthiness of a small business better than models that rely solely on the personal credit score of the small business owner. Our analysis suggests that the current iteration of our proprietary credit-scoring model has become 85% more accurate at predicting bad credit risk in small businesses across a range of credit risk profiles than personal credit scores alone.

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In addition, because our products generally require automated payback each business day and allow for ongoing data collection, we obtain early-warning indicators that provide a high degree of visibility not just on individual loans, but also macro portfolio trends. Insights gleaned from such real-time performance data enable us to be agile and adapt quickly to changing conditions. Furthermore, the loans we originate are generally short term in nature. This rapid amortization and recovery of amounts loaned limits our overall loss exposure.

Organizationally, we have a risk management committee, comprised of members of our board of directors, that meets regularly to examine credit risks and enterprise risks of the company. We also have several subcommittees of our risk management committee that are comprised of members of our management team that monitor credit risks, enterprise risks and other risks of the company.

In addition, we have teams of non-management employees within the company that monitor these and other risks. Our credit risk team is responsible for portfolio management, ALLL forecasting, credit model validation and underwriting performance. This team engages in numerous risk management activities, including reporting on performance trends, monitoring of portfolio concentrations and stability, performing economic stress tests on our portfolio, randomly auditing underwriting processes and loan decisions and conducting peer benchmarking and exogenous risk assessments.

Our enterprise risk team focuses on the following additional risks:

• ensuring our IT systems, security protocols, and business continuity plans are well established, reviewed and tested;

• establishing and testing internal controls with respect to financial reporting; and

• regularly reviewing the regulatory environment to ensure compliance with existing laws and anticipate future regulatory changes that may impact us.

In addition, our management team closely monitors our competitive landscape in order to assess any competitive threats. Finally, from a capital availability perspective, we employ a diverse and scalable funding strategy that allows us to access debt facilities, the securitization markets and institutional capital through our OnDeck Marketplace, reducing our dependence on any one source of capital.

Our Information Technology and Security

Our network is configured with multiple layers of security to isolate our databases from unauthorized access. We use sophisticated security protocols for communication among applications and we encrypt private information, such as an applicant’s Social Security number. All of our public and private APIs and websites use Secure Sockets Layer.

Our systems infrastructure is deployed on a private cloud hosted in co-located redundant data centers in New Jersey and Colorado. We believe that we have enough physical capacity to support our operations for the foreseeable future. We have multiple layers of redundancy to ensure reliability of network service and have a 99.99% uptime. We also have a working data redundancy model with comprehensive backups of our databases and software taken nightly.

Our Intellectual Property

We protect our intellectual property through a combination of trademarks, trade dress, domain names, copyrights, trade secrets and patents, as well as contractual provisions and restrictions on access to our proprietary technology.

We have five provisional patent applications pending in the United States that seek to protect proprietary techniques relevant to our products and services. We intend to pursue additional patent protection to the extent we believe it will be beneficial.

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We currently have six patent applications pending before the United States Patent and Trademark Office (five provisional and one non-provisional) that seek to protect proprietary techniques relevant to our products and services. The patent applications relate to how loans progress through our automated platform, verification of borrower identification, fraud detection and the use and verification of certain data in our proprietary OnDeck Score. A pending patent does not provide any meaningful intellectual property protection unless the patent is ultimately issued. We intend to pursue additional patent protection to the extent we believe it will be beneficial.

We have registered trademarks in the United States and Canada for “OnDeck,” “OnDeck Score,” “OnDeck Marketplace,” the OnDeck logo and many other trademarks. We also have filed other trademark applications in the United States and certain other jurisdictions and will pursue additional trademark registrations to the extent we believe it will be beneficial.

We are the registered holder of a variety of domestic and international domain names that include OnDeck.com and similar names as well as businessloans.com.

In addition to the protection provided by our intellectual property rights, we enter into confidentiality and intellectual property rights agreements with our employees, consultants, contractors and business partners. Our employees and contractors are also subject to invention assignment provisions.

Our Employees

As of September 30, 2014, we had 369 full-time employees, including 94 in technology, 160 in sales, 74 in servicing and 41 in general and administrative functions. As of September 30, 2014, we had 227 employees in our New York office, 74 employees in our Denver office, 64 employees in our Arlington, Virginia office and 4 employees in remote locations.

We are proud of our culture, which is anchored by four key values:

Ingenuity	We create new solutions to old problems. We imagine what’s possible and seek out innovation and technology to reinvent small business financing and delight our customers.
Passion	We think big and act boldly. We care intensely about each other, our company, and the small businesses we serve.
Openness	We are collaborative and accessible. We know that the best outcomes come when we work together.
Impact	We focus on results. We are committed to making every day count and constantly strive to improve our business. We work to make a difference to small businesses, their customers and our employees.

We consider our relationship with our employees to be good and we have not had any work stoppages. Additionally, none of our employees are represented by a labor union or covered by a collective bargaining agreement.

Government Regulation

We are affected by laws and regulations that apply to businesses in general, as well as to commercial lending. This includes a range of laws, regulations and standards that address information security, data protection, privacy, licensing and interest rates, among other things. However, because we are only engaged in commercial lending and do not make any consumer loans or take deposits, we are subject to fewer regulations than businesses involved in those activities.

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State Lending Regulations

Interest Rate Regulations

Although the federal government does not regulate the maximum interest rates that may be charged on commercial loan transactions, some states have enacted commercial rate laws specifying the maximum legal interest rate at which loans can be made in the state. We only originate commercial loans and do so under Virginia law. Virginia does not have rate limitations on commercial loans or licensing requirements for commercial lenders. Our underwriting, servicing, operations and collections teams are headquartered in Arlington, Virginia, and that is where the commercial loan contacts are made. All loans originated directly by us provide that they are to be governed by Virginia law. With respect to loans where we work with a partner or issuing bank, the partner bank may utilize the law of the jurisdiction applicable to the bank in connection with its commercial loans.

Licensing Requirements

We are not currently required to have licenses to operate our commercial loan program. While some states have licensing requirements in connection with commercial lending, Virginia does not. Our loans provide that they are to be governed by Virginia law, and as a result we are not required to be licensed.

Federal Lending Regulations

We are a commercial lender and as such there are federal laws and regulations that affect our, and other lenders’ lending operations. These laws include, among others, portions of the Dodd Frank Act, Anti-Money Laundering requirements (Bank Secrecy Act and USA PATRIOT Act), Equal Credit Opportunity Act, Fair Credit Reporting Act, Privacy Regulations (Right to Financial Privacy Act), Telephone Consumer Protection Act, and requirements relating to unfair, deceptive, or abusive acts or practices.

Competition

The small business lending market is competitive and fragmented. We expect competition to continue to increase in the future. We believe the principal factors that generally determine a company’s competitive advantage in our market include the following:

• ease of process to apply for a loan;

• brand recognition and trust;

• loan features, including rate, term and pay-back method;

• loan product fit for business purpose;

• transparent description of key terms;

• effectiveness of customer acquisition; and

• customer experience.

Our principal competitors include traditional banks, legacy merchant cash advance providers, and newer, technology-enabled lenders.

Facilities

Our corporate headquarters are located in New York, New York, where we lease approximately 35,000 square feet of office space pursuant to a lease expiring in 2023. We also lease approximately 11,000 square feet of office space in Arlington, Virginia for our underwriting, servicing, collections and operations headquarters under a lease that expires in 2018 and an approximately 12,500 square foot sales office in Denver, Colorado under a lease that expires in March 2019.

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Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, such as proceedings to collect on delinquent loans. We are not currently subject to any material legal proceedings.

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MANAGEMENT

Executive Officers, Key Employees and Directors

The following table sets forth the names, ages and positions of our executive officers, key employees and directors as of September 30, 2014:

Name	Age		Position
Executive Officers
Noah Breslow(4)		39	Chief Executive Officer and Chairman
James Hobson		38	Chief Operating Officer
Howard Katzenberg		36	Chief Financial Officer
Cory Kampfer		37	General Counsel
Key Employees
Andrea Gellert		45	Senior Vice President of Marketing
Zhengyuan Lu		42	Senior Vice President of Capital Markets
Pamela Rice		52	Senior Vice President of Technology
Paul Rosen		47	Senior Vice President of Sales
Krishna Venkatraman		51	Senior Vice President of Analytics
Non-Employee Directors
James D. Robinson III(2)		78	Lead Independent Director
David Hartwig(1)(3)		41	Director
J. Sanford Miller(2)(3)		65	Director
Jane J. Thompson(1)(4)		63	Director
Ronald F. Verni(2)(3)		66	Director
Neil E. Wolfson(1)(4)		50	Director

(1) Member of the audit committee

(2) Member of the compensation committee

(3) Member of the corporate governance and nominating committee

(4) Member of the risk management committee

Executive Officers

Noah Breslow has served as our Chief Executive Officer and Chairman of our board of directors since June 2012 and as our Chief Operating Officer from October 2011 to June 2012, our Chief Product Officer from October 2009 to September 2011, our Senior Vice President, Products and Technology from March 2008 to September 2009, and our Vice President, Products and Technology from June 2007 to February 2008. Prior to joining us, Mr. Breslow was Vice President of Marketing and Product Management for Tacit Networks, Inc., a provider of wide area network optimization solutions, from December 2003 through January 2007. Mr. Breslow holds an S.B. in Computer Science and Engineering from the Massachusetts Institute of Technology and an M.B.A. with distinction from Harvard Business School.

We believe Mr. Breslow is qualified to serve as a member of our board of directors because of his substantial operational and business strategy expertise gained from serving as our Chief Executive Officer and because of his extensive experience in the technology industry.

James Hobson has served as our Chief Operating Officer since June 2012 and as our Senior Vice President, Strategic Partnerships and Platform Solutions from July 2011 to June 2012. Prior to joining us, Mr. Hobson was with Iqor, Inc., a global business process outsourcing company, from November 2008 to July 2011, where he served in various executive positions, most recently as Senior Vice President, Technology Operations. Mr. Hobson holds a B.A. in Economics from Hamilton College and an M.B.A. with high distinction from Harvard Business School.

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Howard Katzenberg has served as our Chief Financial Officer since June 2012 and has led our finance department since 2009. From March 2008 to October 2009, he served in various other financial and strategic roles for the Company. Prior to joining us, Mr. Katzenberg was a consultant for Swift Financial Corporation, a small business lending firm, from December 2006 to January 2008. In addition, Mr. Katzenberg worked at American Express Company, where he worked in OPEN, its small business division, as well as the company’s venture capital group from 2000 to 2004. Mr. Katzenberg holds a B.S. in Business from Cornell University—Dyson School of Applied Economics and Management and an M.B.A. from the Wharton School of the University of Pennsylvania.

Cory Kampfer has served as our General Counsel since November 2011. Prior to joining us, Mr. Kampfer was an associate at Paul, Weiss, Rifkind, Wharton & Garrison LLP from February 2007 to November 2011. Mr. Kampfer holds a B.B.A. in International Business from the University of Georgia, where he graduated First in Class, an M.B.A. from Duke’s Fuqua School of Business and a J.D. from the Duke University School of Law.

Key Employees

Andrea Gellert has served as our Senior Vice President of Marketing since November 2012. Prior to joining us, Ms. Gellert was Vice President of Client Services and Operations at Group Commerce Inc., an e-commerce platform for publishers, from September 2011 to October 2012. From July 2008 to September 2011, Ms. Gellert served as Vice President, Customer Experience and Retention, OPEN at American Express Company, a multinational financial services company. Ms. Gellert holds an A.B. in History and Literature from Harvard College, magna cum laude, and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Zhengyuan Lu has served as our Senior Vice President of Capital Markets since April 2013. Prior to joining us, Mr. Lu was the Managing Director of Capital Markets at Rayemark Investment Management from February 2009 to September 2012 when it was acquired by Gleacher & Company where he served as Managing Director of Asset Finance Banking until March 2013. From 2007 to 2009, he was the Managing Director and head of Structured Products at Keefe, Bruyette & Woods. Mr. Lu holds a B.S. in Economics and Computer Science from Middlebury College, and was elected Phi Beta Kappa.

Pamela Rice has served as our Senior Vice President of Technology since March 2014. Prior to joining us, Ms. Rice was an early senior technologist and led credit product development at Bill Me Later, Inc. from July 2005 until it was acquired by PayPal, Inc., a subsidiary of eBay, Inc. in October 2008. She led Credit Underwriting including Global Credit Technology at PayPal, Inc., from October 2008 to February 2014. Ms. Rice holds a B.A. from the University of Hawaii, an M.S. in Information Systems from Johns Hopkins University and an Executive M.B.A. from Loyola University.

Paul Rosen has served as our Senior Vice President of Sales since May 2011. Prior to joining us, Mr. Rosen was Vice President of Sales for Ovation Payroll Services, a payroll outsourcing company, from March 2003 to May 2011. Mr. Rosen holds a B.S. in Marketing from Illinois State University and an M.B.A. from the University of Chicago.

Krishna Venkatraman has served as our Senior Vice President of Analytics since October 2013. Prior to joining us, Mr. Venkatraman was Chief Scientist at Calmsea, Inc., a provider of social customer analytics to digital marketers, from October 2012 to October 2013. From November 2008 to September 2012, Mr. Venkatraman was Director, Advanced Data Sciences, at Intuit Inc., a financial and tax preparation software company. Mr. Venkatraman holds a Bachelor of Engineering from the College of Engineering, Pune, India, an M.S. in Operations Research from the University of Texas at Austin and a Ph.D. in Industrial Engineering from Stanford University.

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Board of Directors

James D. Robinson III is our lead independent director and has served as a member of our board of directors since December 2007. Mr. Robinson has been a General Partner of RRE Ventures, a venture capital firm he co-founded, and our largest stockholder, since August 1994. He also serves as President of J.D. Robinson, Inc., a strategic advisory firm. Mr. Robinson served as non-executive Chairman of the Board of Bristol-Myers Squibb Company from June 2005 to May 2008. Prior to joining Bristol-Myers Squibb, Mr. Robinson served as Chairman and Chief Executive Officer of American Express Company for more than sixteen years. He currently serves as a director of the Coca-Cola Company, a multinational beverage company. Mr. Robinson holds a B.S. in Industrial Management from Georgia Institute of Technology and an M.B.A. from Harvard Business School.

We believe Mr. Robinson is qualified to serve as a member of our board of directors because of his substantial public company leadership and corporate governance experience, high level of financial literacy, and distinguished career in the banking, finance and venture capital industries, including over 20 years of experience at American Express Company.

David Hartwig has served as a member of our board of directors since December 2010. Since January 2011, Mr. Hartwig has been a Managing Director of SAP Ventures, a venture capital firm he joined in November 2006. Mr. Hartwig holds a B.S.E. in Operations Research with honors from Princeton University and an M.B.A. from the University of California, Berkeley.

We believe Mr. Hartwig is qualified to serve as a member of our board of directors because of his significant corporate finance and business expertise gained from his experience in the venture capital industry, including his time spent serving on the boards of directors of various private technology companies.

J. Sanford Miller has served as a member of our board of directors since February 2013. Since April 2006, Mr. Miller has been a General Partner of Institutional Venture Partners, or IVP, a venture capital firm. Prior to joining IVP, Mr. Miller was a Senior Partner with 3i, a venture capital firm, from July 2001 to April 2006. Earlier in his career, Mr. Miller was a technology investment banker, management consultant and corporate lawyer. Mr. Miller previously served as a member of the board of directors for Vonage Holdings, Corp., a provider of broadband phone services, and FleetMatics Group PLC, a provider of GPS tracking applications, and currently serves as a member of the board of directors of Care.com, Inc., an online marketplace for care providers. Mr. Miller holds a B.A. in Speech and Drama from the University of Virginia and an M.B.A. and J.D. from Stanford University.

We believe Mr. Miller is qualified to serve as a member of our board of directors because of his extensive corporate governance, corporate finance and business development expertise gained from his distinguished career in the venture capital and technology industries and from his experience serving on the boards of several public companies.

Jane J. Thompson has served as a member of our board of directors since August 2014. Ms. Thompson has been the Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm that she founded, since July 2011. Ms. Thompson served as President, Financial Services, of Wal-Mart Stores, Inc., from May 2002 to June 2011. Previously, she led the Sears Credit, Sears Home Services and Sears Online groups within Sears, Roebuck & Company, and was a partner with McKinsey & Company, Inc. advising consumer companies. She currently serves as a director of The Fresh Market, Inc., a specialty food retailer, Navient Corporation, a loan management, servicing and asset recovery company, and VeriFone Systems, Inc., a provider of electronic payment solutions. She has also served as an advisor to the Consumer Financial Protection Bureau since September 2012. Ms. Thompson holds a B.B.A. in Marketing from the University of Cincinnati and an M.B.A. from Harvard Business School.

We believe Ms. Thompson is qualified to serve as a member of our board of directors because of her experience in mass-market consumer financial services and over 30 years in senior executive and management positions with

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large, publicly traded companies, combined with additional leadership roles serving as advisor to regulatory and not-for-profit agencies. This experience, as well as Ms. Thompson’s service as a director of public companies, enables her to bring expertise in the areas of operation and finance, financial services and consumer insights.

Ronald F. Verni has served as a member of our board of directors since May 2012. Mr. Verni has mentored startup companies and worked with high technology incubator entities since July 2008. He previously served as Chief Executive Officer of Corrigo, Inc., a software as a service (SaaS) company, from January 2008 to June 2008. From September 1999 to October 2007, Mr. Verni was President and Chief Executive Officer of Sage Software, Inc., a management and software services company, and a member of the board of directors of the Sage Group, plc. Mr. Verni currently serves on the board of directors of Craneware plc. Mr. Verni holds a B.S. in Engineering and Management from Clarkson University.

We believe Mr. Verni is qualified to serve as a member of our board of directors because of his public company leadership and corporate governance experience and his business strategy expertise gained from his substantial experience in the technology industry.

Neil E. Wolfson has served as a member of our board of directors since April 2011. Since January 2009, Mr. Wolfson has been President of SF Capital Group, LLC, an investment firm. From July 2004 to December 2008, Mr. Wolfson served as Chief Investment Officer and President of Wilmington Trust Investment Management, an investment management firm. Earlier in his career, Mr. Wolfson was a partner at KPMG LLP, an audit, tax and advisory services firm, and the Chief Investment Officer of the Analytical Investment Strategies Group and Managing Director of the PRIME Asset Consulting Group at Kidder, Peabody and Co., a securities firm. Mr. Wolfson is a chartered financial analyst and holds a B.S. in Management and an M.B.A. in Finance from New York University.

We believe Mr. Wolfson is qualified to serve as a member of our board of directors because of his extensive corporate finance experience gained from his time in the investment management industry.

Board Composition

Our business and affairs are managed under the direction of our board of directors. Pursuant to our current certificate of incorporation and amended and restated voting agreement, our current directors were elected as follows:

• J. Sanford Miller was elected as the designee nominated by holders of a majority of shares of our Series D convertible preferred stock owned by certain parties to our amended and restated voting agreement;

• David Hartwig was elected as one of the designees of the holders of our Series C convertible preferred stock;

• Neil Wolfson was elected as one of the designees of the holders of our Series C convertible preferred stock;

• James D. Robinson III was elected as the designee of the holders of our Series B convertible preferred stock;

• Jane J. Thompson was elected as the designee of the holders of our Series A convertible preferred stock;

• Noah Breslow was elected as the designee reserved for the person serving as our Chief Executive Officer; and

• Ronald F. Verni was elected as one of the designees of the holders of our convertible preferred stock and common stock.

Our amended and restated voting agreement will terminate and the provisions of our current certificate of incorporation by which our directors were elected will be amended and restated in connection with this offering. The number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the

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completion of this offering. Upon the completion of this offering, our board of directors will consist of seven directors, six of whom will qualify as “independent” under the New York Stock Exchange listing standards.

In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, immediately after the completion of this offering our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:

• the Class I directors will be David Hartwig and Neil Wolfson, and their terms will expire at the annual meeting of stockholders to be held in 2015;

• the Class II directors will be J. Sanford Miller and James D. Robinson III, and their terms will expire at the annual meeting of stockholders to be held in 2016; and

• the Class III directors will be Noah Breslow, Jane J. Thompson and Ronald Verni, and their terms will expire at the annual meeting of stockholders to be held in 2017.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors determined that Ms. Thompson and Messrs. Robinson, Hartwig, Miller, Verni and Wolfson do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the New York Stock Exchange. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party and Other Transactions.”

Board Committees

Our board of directors currently has an audit committee, a compensation committee, a corporate governance and nominating committee and a risk management committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee, established in February 2008, is comprised of Neil E. Wolfson, David Hartwig and Jane J. Thompson. Mr. Wolfson serves as our audit committee chairperson. Neil E. Wolfson, David Hartwig and

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Jane J. Thompson meet the requirements for independence of audit committee members under current New York Stock Exchange listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the current listing standards. We expect to satisfy the member independence requirements for the audit committee prior to the end of the transition period provided under current New York Stock Exchange listing standards and SEC rules and regulations for companies completing their initial public offering. In addition, our board of directors has determined that Mr. Wolfson is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the Securities Act). The responsibilities of our audit committee include, among other things:

• selecting and hiring the independent registered public accounting firm to audit our financial statements;

• helping to ensure the independence and performance of the independent registered public accounting firm;

• approving audit and non-audit services and fees;

• reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

• preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

• reviewing reports and communications from the independent registered public accounting firm;

• reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

• overseeing our internal audit function;

• reviewing related party transactions; and

• establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee

Our compensation committee, established in February 2008, is comprised of James D. Robinson III, J. Sanford Miller and Ronald F. Verni. Mr. Robinson serves as our compensation committee chairperson. The composition of our compensation committee meets the requirements for independence under current listing standards of the New York Stock Exchange and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code, as amended, or the Code. The purpose of our compensation committee is to oversee our compensation policies, plans and benefit programs and to discharge the responsibilities of our board of directors relating to compensation of our executive officers and employees. The responsibilities of our compensation committee include, among other things:

• overseeing our overall compensation philosophy and compensation policies, plans and benefit programs;

• reviewing and approving for our executive officers: the annual base salary, annual incentive bonus (including the specific goals and amounts), equity compensation, employment agreements, severance agreements, change in control arrangements, and any other benefits, compensation or arrangements;

• to the extent determined appropriate by the compensation committee, reviewing, approving and/or making recommendations to our board of directors with respect to employee compensation and overseeing equity compensation for our service providers;

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• preparing the compensation committee report that the SEC requires to be included in our annual proxy statement; and

• administering our equity compensation plans.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. We intend to comply with future requirements to the extent they become applicable to us.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee, established in September 2014, is comprised of J. Sanford Miller, David Hartwig and Ronald F. Verni. Mr. Miller serves as our corporate governance and nominating committee chairperson. The composition of our corporate governance and nominating committee meets the requirements for independence under current New York Stock Exchange listing standards and SEC rules and regulations. The responsibilities of our corporate governance and nominating committee include, among other things:

• identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

• considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

• reviewing developments in corporate governance practices;

• evaluating the adequacy of our corporate governance practices and reporting;

• developing and making recommendations to our board of directors regarding our corporate governance guidelines;

• reviewing the succession planning for each of our executive officers;

• evaluating the performance of our board of directors and of individual directors; and

• reviewing and making recommendations to our board of directors regarding director compensation.

Our corporate governance and nominating committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange. We intend to comply with future requirements to the extent they become applicable to us.

Risk Management Committee

Our risk management committee, established in September 2014, is comprised of Noah Breslow, Jane J. Thompson and Neil E. Wolfson. Mr. Breslow serves as our risk management committee chairperson. The responsibilities of our risk management committee include, among other things:

• overseeing our risk governance framework and reviewing our policies and practices on risk assessment and risk management;

• reviewing management’s implementation of risk policies and procedures to assess their effectiveness;

• reviewing our risk appetite and risk tolerance, methods of risk measurement, risk limits, and the guidelines for monitoring and mitigating such risks;

• reviewing with management the categories of risk we face, including risk concentrations and risk interrelationships, likelihood of occurrence, and potential impact;

• evaluating reports regarding our risks, our management function, and the results of risk management reviews and assessments; and

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• reviewing and discussing with management our risks, our management function and its effectiveness, and coordinating with management subcommittees regarding oversight of certain categories of risk determined by the risk management committee.

Our risk management committee will operate under a written charter that will be effective prior to the completion of this offering.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The Code of Business Conduct and Ethics will be available on our website at www.ondeck.com. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2013, one member of our compensation committee, Mr. Breslow, our Chief Executive Officer, was an employee. No current member of our compensation committee has ever been an executive officer or employee of ours. None of our executive officers currently serve, or have served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Non-Employee Director Compensation

In the year ended December 31, 2013, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our board of directors. During the year ended December 31, 2013, one director, Mr. Breslow, our Chief Executive Officer, was an employee. Mr. Breslow’s compensation is discussed in the section titled “Executive Compensation.”

Our board of directors has granted equity awards from time to time to two of our non-employee directors as compensation for their service as directors. On June 13, 2012, we granted Mr. Verni an option to purchase 75,000 shares of our common stock at an exercise price of $0.85 per share. One-fourth of the shares subject to the option vested on May 13, 2013 and one forty-eighth of the shares vest in equal monthly installments thereafter. If Mr. Verni is terminated from his position as a director in connection with a change of control, the shares subject to the option will fully vest.

On August 15, 2014, we granted Ms. Thompson an option to purchase 30,000 shares of our common stock at an exercise price of $21.32 per share in connection with her appointment as a director. The option will vest in 48 equal monthly installments. If Ms. Thompson is terminated from her position as a director in connection with a change in control, the shares subject to the option will fully vest. In addition, Ms. Thompson will receive an annual cash retainer of $40,000 for her service as a director, to be paid quarterly.

Outside Director Compensation Policy

In October 2014, our board of directors approved our Outside Director Compensation Policy. A member of our board of directors who is not an employee is eligible for awards under the Director Compensation Policy. The Outside Director Compensation Policy is effective as of the effective date of the registration statement of which this prospectus forms a part.

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Under the Outside Director Compensation Policy, outside directors will receive compensation in the form of equity and cash, as described below:

Cash Compensation

Each year, each outside director will receive a cash retainer of $30,000 for serving on the board of directors.

The chairpersons and non-chair members of the board’s four standing committees will be entitled to the following cash retainers each year:

Board Committee	Chairperson Retainer		Non-Chair Member Retainer
Audit Committee	$	17,000	$	7,500
Compensation Committee		10,000		5,000
Risk Management Committee		10,000		5,000
Nominating and Governance Committee		6,000		2,500

Equity Compensation

Upon joining the board, each newly elected outside director will receive an equity award of either stock options or restricted stock units with a grant date fair value of $330,000. This award will vest generally over a four-year period, subject to continued service through each vesting date.

On the date of each annual meeting of our stockholders beginning with our 2015 annual meeting, each outside director will receive an equity award of either stock options or restricted stock units with a grant date fair value of $150,000. This award will fully vest upon the earlier of the 12-month anniversary of the grant date or the next annual meeting, in each case, subject to continued service through the vesting date.

Notwithstanding the vesting schedules described above, the vesting of each equity award will accelerate in full upon a change in control.

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EXECUTIVE COMPENSATION

Our named executive officers for 2013, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

• Noah Breslow, our Chief Executive Officer;

• James Hobson, our Chief Operating Officer; and

• Howard Katzenberg, our Chief Financial Officer.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during the year ended December 31, 2013.

Name and Principal Position	Year		Salary			Bonus			Option Awards(1)		Non-Equity Incentive Plan Compensation(2)			All Other Compensation(3)		Total
Noah Breslow		2013	$	265,000	(4)	$	—		$	406,885	$	144,000		$	44	$	815,929
Chief Executive Officer
James Hobson		2013		273,125	(5)		—			42,915		197,080	(6)		44		513,164
Chief Operating Officer
Howard Katzenberg		2013		233,336	(7)		65,000	(8)		237,885		94,139			44		630,404
Chief Financial Officer

(1) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of option awards granted during 2013 computed in accordance with FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 2 to our financial statements included at the end of this prospectus. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2) The reported amounts represent payments earned under the 2013 Annual Incentive Plan as discussed under the section below titled “—2013 Annual Incentive Plan.”

(3) The reported amounts represent amounts paid on behalf of the named executive officers for basic life insurance.

(4) Mr. Breslow’s annual salary was increased to $300,000 effective August 2013.

(5) Mr. Hobson’s annual salary was increased to $275,000 effective February 2013.

(6) The reported amount includes $83,786 earned under Mr. Hobson’s commission arrangement as discussed under the section titled “—Executive Employment Arrangements—James Hobson.”

(7) Mr. Katzenberg’s annual salary was increased to $250,000 effective September 2013.

(8) Mr. Katzenberg received a discretionary spot bonus for certain achievements during 2013.

Executive Employment Arrangements

Noah Breslow

Prior to this offering, we intend to enter into a confirmatory offer letter with Noah Breslow, our Chief Executive Officer. The offer letter will have no specific term and will provide that Mr. Breslow is an at-will employee. Mr. Breslow’s annual base salary was $300,000 from August 2013 until September 2014, during which time he was eligible for annual incentive payments at a target level of $180,000. Effective September 1, 2014, Mr. Breslow’s annual base salary was increased to $315,000, and he is eligible for annual incentive payments at a target level of $236,250. In addition, we intend to enter into a severance and change in control agreement with Mr. Breslow.

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James Hobson

Prior to this offering, we intend to enter into a confirmatory offer letter with James Hobson, our Chief Operating Officer. The offer letter will have no specific term and will provide that Mr. Hobson is an at-will employee. Mr. Hobson’s annual base salary was $275,000 from February 2013 until September 2014 during which time he was eligible for annual incentive payments at a target level of $123,750. Effective September 1, 2014, Mr. Hobson’s annual base salary was increased to $300,000, and he is eligible for annual incentive payments at a target level of $150,000. In addition, we intend to enter into a severance and change in control agreement with Mr. Hobson.

Mr. Hobson had an individual commission arrangement for a portion of 2013. Pursuant to his individual commission arrangement, Mr. Hobson received a payment of $83,786, which was equal to a certain percentage of net revenue of loans originated through our platform channel in 2013. This commission amount is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. This commission arrangement ceased in August 2013.

Howard Katzenberg

Prior to this offering, we intend to enter into a confirmatory offer letter with Howard Katzenberg, our Chief Financial Officer. The offer letter will have no specific term and will provide that Mr. Katzenberg is an at-will employee. Mr. Katzenberg’s annual base salary was $250,000 from September 2013 until September 2014, during which time he was eligible for annual incentive payments at a target level of $100,000. Effective September 1, 2014, Mr. Katzenberg’s annual base salary was increased to $275,000, and he is eligible for annual incentive payments at a target level of $137,500. In addition, we intend to enter into a severance and change in control agreement with Mr. Katzenberg.

2013 Annual Incentive Plan

For 2013, our named executive officers received non-equity incentive plan compensation under our 2013 Annual Incentive Plan based on achievement against company and personal objectives. Payouts were made bi-annually in August 2013 and February 2014 based on performance for two semi-annual periods. The amount of the payouts to our named executive officers was solely measured based on company performance as our named executive officers were deemed to achieve a median personal performance grade. Each named executive officer was capped at annual payments of 120% of his target amount. The company objectives for 2013 were financial metrics (including total units, new units, origination volume, operating income and revenue) and key company goals (including growth and expansion milestones). For the first half of 2013, each named executive officer received non-equity incentive plan compensation equal to 100% of his semi-annual target. For the second half of 2013, each named executive officer received non-equity incentive plan compensation equal to 120% of his semi-annual target. The aggregate amount of non-equity incentive plan compensation paid to each named executive officer for 2013 is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. A participant must generally be employed at the time an award is paid in order to receive a payment.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents certain information concerning equity awards held by our named executive officers at the end of the fiscal year ended December 31, 2013.

	Option Awards
Name	Grant Date			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Noah Breslow		09/09/2008	(1)		207,996		—		0.53		09/09/2018
		02/12/2010	(2)		62,291		2,709		0.53		02/12/2020
		10/06/2011	(2)		110,500		93,500		0.75		10/06/2021
		06/26/2012	(2)		175,182		291,970		0.85		06/26/2022
		08/01/2013	(2)		—		475,000		1.36		08/01/2023
James Hobson		07/11/2011	(2)		67,250		80,750		0.75		07/11/2021
		06/26/2012	(2)		21,897		36,497		0.85		06/26/2022
		09/01/2013	(2)		—		50,000		1.36		09/01/2023
Howard Katzenberg		11/16/2009	(1)		1,250		—		0.53		11/16/2019
		02/12/2010	(2)		—		2,500		0.53		02/12/2020
		12/08/2011	(2)		—		65,000		0.75		12/08/2021
		10/25/2013	(2)		—		75,000		1.36		10/25/2023

(1) Shares subject to the option are fully vested and exercisable.

(2) One-fourth of the shares subject to the option vested on the one year anniversary of the grant date and one forty-eighth of the shares vest monthly thereafter, subject to continued service to us.

Potential Payments upon Termination or Change In Control

Change in Control and Severance Agreements

In October 2014, our compensation committee approved change in control and severance agreements, or change in control agreements, for our named executive officers, which require us to make specific payments and benefits in connection with the termination of their employment under certain circumstances. These change in control agreements superseded any other agreement or arrangement relating to severance benefits with these named executive officers or any terms of their option agreements related to vesting acceleration or other similar severance-related terms. The descriptions that follow describe such payments and benefits that may be owed by us to each of our named executive officers upon the named executive officer’s termination under certain circumstances.

The change in control agreements remain in effect for an initial term of three years. At the end of the initial term, each agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of automatic renewal. The change in control agreements also acknowledge that each executive officer is an at-will employee, whose employment can be terminated at any time.

In order to receive the severance benefits described below, each named executive officer is obligated to execute a release of claims against us, provided such release of claims becomes effective and irrevocable no later than 60 days following such named executive officer’s termination date, and to continue to comply with the terms of applicable proprietary agreements and other post-employment restrictive covenants.

In the event of a termination of employment without “cause” (as generally defined below) outside of the “change in control period” (as generally defined below), a named executive officer will receive the following:

• continued payments of base salary for 6 months (or 12 months for our Chief Executive Officer);

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• payment of the target bonus for the year of termination, pro-rated based on time served;

• paid COBRA benefits for 6 months (or 12 months for our Chief Executive Officer); and

• for our Chief Executive Officer only, accelerated vesting of 50% of our Chief Executive Officer’s then-unvested stock options.

In the event of a termination of employment without cause or a resignation for “good reason” (as generally defined below) during the “change of control period”, a named executive officer will receive the following:

• a lump-sum payment of 12 months of base salary;

• a lump-sum payment equal to 100% of the target bonus;

• paid COBRA benefits for 12 months; and

• 100% acceleration of equity awards.

In the event any payment to one of our named executive officers is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Internal Revenue Code), the executive officer will be entitled to receive such payment as would entitle him to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax.

For the purpose of the severance agreements, “cause” means generally the occurrence of any of the following:

• an act of dishonesty by executive in connection with executive’s responsibilities as an employee;

• the executive’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud or embezzlement;

• the executive’s gross misconduct;

• the unauthorized use or disclosure by the executive of our proprietary information or trade secrets or any other party to whom the executive owes an obligation of nondisclosure as a result of the executive’s relationship with us;

• the executive’s willful breach of any obligations under any written agreement or covenant with us;

• the executive’s willful failure to cooperate with an investigation by a governmental authority; or

• the executive’s continued failure to perform his duties after notice and a cure period.

For the purpose of the change in control agreements, “good reason” means generally an executive’s voluntary termination following the expiration of any cure period following the occurrence of one or more of the following without the executive’s consent:

• a material reduction of the executive’s duties, authorities or responsibilities;

• a material reduction of the executive’s base salary; or

• a material change in the geographic location of executive’s primary work facility or location.

For the purpose of the change in control agreements, “change in control period” means generally the period beginning three months prior to, and ending 12 months following, a change in control.

Employee Benefit and Stock Plans

2014 Equity Incentive Plan

Prior to this offering, our board of directors intends to adopt, and we expect our stockholders will approve, a 2014 Equity Incentive Plan, or 2014 Plan. Our 2014 Plan will provide for the grant of incentive stock options,

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within the meaning of Section 422 of the Internal Revenue Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants.

Authorized Shares. The maximum aggregate number of shares that may be issued under the 2014 Plan is (i)                 shares of our common stock plus (ii) shares returned that would otherwise return to our 2007 Plan, after the effectiveness of the 2014 Plan, as the result of the expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (ii) is         shares). In addition, the number of shares available for issuance under the 2014 Plan will also include an annual increase on the first day of each fiscal year beginning in fiscal 2016 and ending immediately following fiscal 2020, equal to the least of:

•                 shares of our common stock;

• 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year, which is referred to as the threshold percentage;

• a percentage equal to the threshold percentage, plus the difference between the threshold percentage and the percentage added to the 2014 Plan for each prior fiscal year; or

• such other amount as our board of directors may determine.

If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased due to the failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2014 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2014 Plan and all remaining shares will remain available for future grant or sale under the 2014 Plan. Shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to an award will cease to be available under the 2014 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2014 Plan.

Plan Administration. The compensation committee of our board of directors will administer our 2014 Plan. In the case of awards intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, the compensation committee will consist of two or more “outside directors” within the meaning of Section 162(m). In addition, if we determine it is desirable to qualify transactions under the 2014 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Rule 16b-3), such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of our 2014 Plan, the administrator has the power to administer the plan, including but not limited to, the power to interpret the terms of the 2014 Plan and awards granted under it, to create, amend and revoke rules relating to the 2014 Plan, including creating sub-plans, and to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the form of consideration, if any, payable upon exercise. The administrator also has the authority to amend existing awards to reduce or increase their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator, and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type and/or cash.

Stock Options. Stock options may be granted under our 2014 Plan. The exercise price of options granted under our 2014 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will

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determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised after the expiration of its term. Subject to the provisions of our 2014 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights. Stock appreciation rights may be granted under our 2014 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2014 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights vest and become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock. Restricted stock may be granted under our 2014 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of our 2014 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals and/or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units. Restricted stock units may be granted under our 2014 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of our 2014 Plan, the administrator determines the terms and conditions of restricted stock units, including the vesting criteria (which may include achievement of specified performance criteria and/or continued service to us) and the form and timing of payment; provided, however, the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. The administrator determines, in its sole discretion, whether an award will be settled in stock, cash or a combination of both.

Performance Units and Performance Shares. Performance units and performance shares may be granted under our 2014 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved and any other applicable vesting provisions are satisfied. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our common stock on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

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Outside Directors. Our 2014 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under our 2014 Plan. In connection with our initial public offering, we intend to adopt a formal policy pursuant to which our non-employee directors will be eligible to receive equity awards under the 2014 Plan. Our 2014 Plan provides that in any given year, a non-employee director will not receive (i) cash-settled awards having a grant date fair value greater than $1,000, increased to $2,000 in connection with his or her initial service; and (ii) stock-settled awards having a grant date fair value greater than $1,000, increased to $2,000 in connection with his or her initial service, in each case, as determined under generally accepted accounting procedures.

Non-Transferability of Awards. Unless the administrator provides otherwise, our 2014 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments. In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2014 Plan, the administrator will adjust the number and class of shares that may be delivered under the 2014 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limits set forth in the 2014 Plan. In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change in Control. Our 2014 Plan provides that in the event of a merger or change in control, as defined under the 2014 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. If the service of an outside director is terminated on or following a change of control, other than pursuant to a voluntary resignation, his or her options, restricted stock units and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse, and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Amendment, Termination. The administrator has the authority to amend, suspend or terminate the 2014 Plan provided such action does not impair the existing rights of any participant. Our 2014 Plan will automatically terminate in 2024, unless we terminate it sooner.

2014 Employee Stock Purchase Plan

Prior to this offering, our board of directors intends to adopt, and we expect our stockholders will approve, a 2014 Employee Stock Purchase Plan (ESPP). The ESPP will become effective upon the effectiveness of this registration statement.

Authorized Shares. A total of                  shares of our common stock will be available for sale under our ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning in fiscal 2015, equal to the lesser of:

• 1% of the outstanding shares of our common stock on the first day of such fiscal year;

•                 shares of our common stock; or

• such other amount as may be determined by our board of directors.

Plan Administration. Our compensation committee will administer the ESPP. The administrator has authority to administer the plan, including but not limited to, full and exclusive authority to interpret the terms of

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the ESPP, determining eligibility to participate subject to the conditions of our ESPP as described below, and to establish procedures for plan administration necessary for the administration of the Plan, including creating sub-plans.

Eligibility. Generally, all of our employees are eligible to participate if they are employed by us, or any participating subsidiary, for at least 20 hours per week and more than five months in any calendar year. However, an employee may not be granted an option to purchase stock under the ESPP if such employee:

• immediately after the grant would own stock representing 5% or more of the total combined voting power or value of all classes of our capital stock; or

• holds rights to purchase stock under all of our employee stock purchase plans that accrue at a rate that exceeds $25,000 worth of our stock for each calendar year in which the option is outstanding.

Offering Periods. Our ESPP is intended to qualify under Section 423 of the Code, and provides for six-month offering periods. The offering periods generally start on the first trading day on or after March 15th and September 15th of each year, except that the first offering period commenced on the first trading day following the effective date of the registration statement in connection with this offering. The administrator may, in its discretion, modify the terms of future offering periods.

Payroll Deductions. Our ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation, which includes a participant’s base straight time gross earnings and commissions. A participant may purchase a maximum of 5,000 shares during an offering period.

Exercise of Option. Amounts deducted and accumulated by the participant are used to purchase shares of our common stock at the end of each six-month offering period. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date. Participants may end their participation at any time during an offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with us.

Non-Transferability. A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

Merger or Change in Control. In the event of a merger, change in control or another corporate event (as defined in our 2007 Plan), the administrator in its sole discretion may provide that: (i) awards be assumed in the corporate event; (ii) awards be accelerated in the corporate event, (iii) awards be terminated in connection with the corporate event in exchange for a cash payment; or (iv) awards be replaced with a cash incentive program payable on the same vesting schedule as the award.

Amendment, Termination. Our ESPP will automatically terminate in 2034, unless we terminate it sooner. The administrator has the authority to amend, suspend or terminate our ESPP, except that, subject to certain exceptions described in the ESPP, no such action may adversely affect any outstanding rights to purchase stock under our ESPP.

Amended and Restated 2007 Stock Incentive Plan

Our board of directors and our stockholders adopted our Amended and Restated 2007 Stock Incentive Plan (2007 Plan) in December 2007. Our 2007 Plan was most recently amended and restated in October 2014.

Authorized Shares. Our 2007 Plan will be terminated in connection with our initial public offering, and accordingly, no shares will be available for issuance under this plan. Our 2007 Plan continues to govern outstanding awards granted thereunder. Our 2007 Plan provided for the grant of incentive stock options, nonqualified stock options and restricted stock. As of September 30, 2014, options to purchase 4,985,401 shares of our common stock remained outstanding under our 2007 Plan.

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Plan Administration. The compensation committee administers the 2007 Plan. Subject to the provisions of our 2007 Plan, the administrator has the full authority and discretion to take any actions it deems necessary or advisable for the administration of the 2007 Plan. All decisions, interpretations and other actions of the administrator will be final, conclusive and binding on all participants.

Options. Stock options were available for grant under our 2007 Plan. The exercise price per share of all options is determined by the administrator. The term of an option may not exceed 10 years. The administrator will determine the methods of payment of the exercise price of an option, which may include cash or cash equivalents or other consideration acceptable to the administrator in its discretion. After the termination of service of an employee, director, or consultant, the participant may generally exercise his or her options, to the extent vested as of such date of termination, for generally 90 days after termination. If termination is due to death or disability, the option will generally remain exercisable, to the extent vested as of such date of termination, for at least 12 months. However, in no event may an option be exercised later than the expiration of its term. If termination is as a result of cause (as defined in our 2007 Plan), then an option immediately expires.

Restricted Stock and Other Stock Based Awards. Restricted stock and other stock-based awards were available for grant under our 2007 Plan. Restricted stock awards are grants of shares of our common stock that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. The administrator also reserved the right to grant other stock-based awards in its discretion. To date, we have not granted any restricted stock or other stock-based awards under the 2007 Plan.

Competitive Activities. If an award holder engages in any competitive activity (as defined in our 2007 Plan) during his or her term of service or during the 6-month period thereafter, then the administrator in its sole discretion may (i) require awards to be forfeited and returned to us without additional consideration, (ii) require shares acquired on vesting or exercise within the 12-month period prior to the date of such competitive activity be forfeited and returned to us without additional consideration and (iii) require repayment of any profit from the sale of shares within the 12-month period prior to the date of such competitive activity.

Adjustments. In the event of certain changes in our capitalization, the number of shares covered by outstanding awards, and the exercise price of outstanding awards will be proportionately adjusted.

Merger, Change in Control or other Corporate Event. In the event of a merger, change in control or another corporate event (as defined in our 2007 Plan), the administrator in its sole discretion may provide that: (i) awards be assumed in the corporate event; (ii) awards be accelerated in the corporate event, (iii) awards be terminated in connection with the corporate event in exchange for a cash payment; or (iv) awards be replaced with a cash incentive program payable on the same vesting schedule as the award.

Bonus Plan

Prior to the effectiveness of this offering, we intend to adopt an Employee Bonus Plan, or Bonus Plan. Our Bonus Plan will allow our compensation committee to provide cash incentive awards to selected employees, including our named executive officers, based upon performance goals established by our compensation committee.

Under our Bonus Plan, our compensation committee will determine the performance goals applicable to any award. The performance goals may include some or all of the following: attainment of research and development milestones, billings, bookings, business divestitures and acquisitions, cash flow, cash position, contract awards or backlog, customer-related measures, customer retention rates from an acquired company, business unit or division, earnings (which may include earnings before interest, taxes, depreciation and amortization, earnings before taxes and net earnings), earnings per share, employee engagement, employee retention, employee mobility, expenses, geographic expansion, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, hiring targets, internal rate of return, inventory turns, inventory levels, market share, milestone achievements, net billings, net income, net profit, net revenue margin, net sales,

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new product development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income, operating margin, origination volume, overhead or other expense reduction, portfolio conversion rate, product defect measures, product development, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, units sold (total and new), working capital, and individual objectives such as MBOs, peer reviews or other subjective or objective criteria. Performance goals that include our financial results may be determined in accordance with GAAP or such financial results may consist of non-GAAP financial measures, and any actual results may be adjusted by our compensation committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors our compensation committee determines relevant and may be adjusted on an individual, divisional, business unit or company-wide basis. The performance goals may differ from participant to participant and from award to award.

Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in our compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards will be paid generally in cash only after they are earned, which usually requires continued employment through the date a bonus is paid.

Our compensation committee will have the authority to amend, alter, suspend or terminate our Bonus Plan provided such action does not impair the existing rights of any participant with respect to any earned bonus.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Internal Revenue Code limits. We began making discretionary contributions to the 401(k) plan in July 2014. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Eligible employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or to our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• unlawful payment of dividends or unlawful stock repurchases or redemptions; and

• any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a

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director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we are empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into an indemnification agreement with each member of our board of directors and each of our officers. These agreements provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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CERTAIN RELATIONSHIPS AND RELATED PARTY AND OTHER TRANSACTIONS

In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above in the sections titled “Management” and “Executive Compensation” and the registration rights described in the section titled “Description of Capital Stock—Registration Rights,” the following is a description of each transaction since January 1, 2011 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or exceeds $120,000; and

• any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

Private Placements

Series C Preferred Stock Financing

In December 2010, and in a subsequent closing in April 2011, we sold an aggregate of 4,867,769 shares of Series C preferred stock at a per share purchase price of $4.20 pursuant to a stock purchase agreement. The basis for such purchase price was determined by arm’s-length negotiation between us and the purchasers. Purchasers of the Series C preferred stock include a member of our board of directors and venture capital funds that hold 5% or more of our capital stock and were represented on our board of directors. The following table summarizes purchases of Series C preferred stock by such investors:

Name of Stockholder	Number of Series C Shares		Total Purchase Price
First Round Capital(1)		221,994	$	932,371	(2)
RRE Ventures IV, L.P.(3)		516,044		2,167,383	(4)
SAP Ventures Fund I Holdings, LLC(5)		1,309,524		5,500,000
Village Ventures(6)		765,900		3,216,774	(7)
Neil E. Wolfson(8)		23,810		100,002

(1) Affiliates of First Round Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include First Round Capital 2007 Annex Fund LP and First Round Capital 2007 Annex-Q Fund LP.

(2) Includes $501,305 of principal and interest from convertible notes that converted into shares of our Series C preferred stock. The effective price per share for such stockholder was $4.08 based upon $905,525.00, the aggregate investment of cash and the original principal amount of such convertible notes.

(3) James D. Robinson III, a member of our board of directors, is a managing member of RRE Ventures GP IV, LLC.

(4) Includes $667,382 of principal and interest from convertible notes that converted into shares of our Series C preferred stock. The effective price per share for such stockholder was $4.13 based upon $2,131,642.00, the aggregate investment of cash and the original principal amount of such convertible notes.

(5) David Hartwig, a member of our board of directors, is a managing member of SAP Ventures GPE (I), L.L.C.

(6) Affiliates of Village Ventures holding our securities whose shares are aggregated for purposes of reporting share ownership information include Village Ventures Fund II, L.P., Village Ventures Fund II-A, L.P. and Village Ventures Fund II-B, L.P. Matthew Harris, a former member of our board of directors, is affiliated with Village Ventures. Mr. Harris resigned from our board of directors in August 2014.

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(7) Includes $1,716,774 of principal and interest from convertible notes that converted into shares of our Series C preferred stock. The effective price per share for such stockholder was $4.09 based upon $3,131,642.60, the aggregate investment of cash and the original principal amount of such convertible notes.

(8) Neil E. Wolfson is a member of our board of directors.

Series C-1 Preferred Stock Financing

In January 2012, we sold an aggregate of 850,556 shares of Series C-1 preferred stock at a per share purchase price of $5.53. The basis for such purchase price was determined by arm’s-length negotiation between us and the purchasers. Purchasers of the Series C-1 preferred stock include venture capital funds that hold 5% or more of our capital stock and were represented on our board of directors. The following table summarizes purchases of Series C-1 preferred stock by such investors:

Name of Stockholder	Number of Series C-1 Shares		Total Purchase Price
SAP Ventures Fund I Holdings, LLC(1)		723,878	$	4,000,005
RRE Ventures IV, L.P.(2)		126,678		699,997

(1) David Hartwig, a member of our board of directors, is a managing member of SAP Ventures GPE (I), L.L.C.

(2) James D. Robinson III, a member of our board of directors, is a managing member of RRE Ventures GP IV, LLC.

Bridge Financing

In December 2012, we issued convertible senior unsecured notes with an annual interest rate of 6.0% to investors in an aggregate principal amount of $8,000,000. In February 2013, these convertible senior unsecured notes and the accrued interest thereon converted into an aggregate of 1,077,035 shares of our Series D preferred stock in connection with our Series D preferred stock financing. Purchasers of the convertible senior unsecured notes include venture capital funds that hold 5% or more of our capital stock and were represented on our board of directors. The following table sets forth the principal amount of the convertible senior unsecured notes purchased by such investors, the number of shares of Series D preferred stock into which each such convertible senior unsecured note converted:

Name of Stockholder	Aggregate Principal Amount of Promissory Notes		Number of Shares of Series D Preferred Stock Issued Upon Conversion
SAP Ventures Fund I Holdings, LLC(1)	$	4,500,000		605,832
RRE Ventures IV, L.P.(2)		3,500,000		471,203

(1) David Hartwig, a member of our board of directors, is a managing member of SAP Ventures GPE (I), L.L.C.

(2) James D. Robinson III, a member of our board of directors, is a managing member of RRE Ventures GP IV, LLC.

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Series D Preferred Stock Financing

In February 2013, and at an additional closing in April 2013, we sold an aggregate of 7,233,878 shares of Series D preferred stock at a per share purchase price of $8.32. The basis for such purchase price was determined by arm’s-length negotiation between us and the purchasers. Purchasers of the Series D preferred stock include venture capital funds that hold 5% or more of our capital stock and were represented on our board of directors. The following table summarizes purchases of Series D preferred stock by such investors:

Name of Stockholder	Number of Series D Shares		Total Purchase Price
Institutional Venture Partners(1)		3,847,194	$	31,999,998
Google Ventures 2013, L.P.		1,562,922		12,999,994
SAP Ventures Fund I Holdings, LLC(2)		605,832		5,039,159	(3)
RRE Ventures IV, L.P.(4)		471,203		3,919,349	(5)
First Round Capital(6)		240,449		1,999,995

(1) Affiliates of Institutional Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Institutional Venture Partners XIII, L.P. and Institutional Venture Partners XIV, L.P. J. Sanford Miller, a member of our board of directors, is a managing director of Institutional Venture Partners XIII, L.P.

(2) David Hartwig, a member of our board of directors, is a managing member of SAP Ventures GPE (I), L.L.C.

(3) Includes $5,039,159 of principal and interest from a convertible note that converted into shares of our Series D preferred stock at a discount of 10% to the price of our Series D preferred stock. The effective price per share for such stockholder was $7.43 based upon $4,500,000, the original principal amount of such convertible note.

(4) James D. Robinson III, a member of our board of directors, is a managing member of RRE Ventures GP IV, LLC.

(5) Includes $3,919,349 of principal and interest from a convertible note that converted into shares of our Series D preferred stock at a discount of 10% to the price of our Series D preferred stock. The effective price per share for such stockholder was $7.43 based upon $3,500,000, the original principal amount of such convertible note.

(6) Affiliates of First Round Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include First Round Capital 2007 Annex Fund LP and First Round Capital 2007 Annex-Q Fund LP.

Series E Preferred Stock Financing

In February 2014, we sold an aggregate of 2,617,273 shares of Series E preferred stock at a per share purchase price of $29.42. The basis for such purchase price was determined by arm’s-length negotiation between us and the purchasers. Purchasers of the Series E preferred stock include venture capital funds that hold 5% or more of our capital stock and were represented on our board of directors. The following table summarizes purchases of Series E preferred stock by such investors:

Name of Stockholder	Number of Series E Shares		Total Purchase Price
Tiger Global Private Investment Partners VII, L.P.(1)		1,699,525	$	50,000,026
Institutional Venture Partners(2)		203,944		6,000,032
SAP Ventures Fund I Holdings, LLC(3)		203,943		6,000,003
Google Ventures 2013, L.P.		135,962		4,000,002
First Round Capital(4)		84,977		2,500,023
RRE Ventures IV, L.P.(5)		25,493		750,004

(1) Shares held by Griffin Schroeder, an affiliate of Tiger Global Private Investment Partners VII, L.P. (Tiger Global), are aggregated with shares purchased by Tiger Global for purposes of reporting share ownership information.

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(2) Affiliates of Institutional Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Institutional Venture Partners XIII, L.P. and Institutional Venture Partners XIV, L.P. J. Sanford Miller, a member of our board of directors, is a managing director of Institutional Venture Partners XIII, L.P.

(3) David Hartwig, a member of our board of directors, is a managing member of SAP Ventures GPE (I), L.L.C.

(4) Affiliates of First Round Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include First Round Capital 2007 Annex Fund LP and First Round Capital 2007 Annex-Q Fund LP.

(5) James D. Robinson III, a member of our board of directors, is a managing member of RRE Ventures GP IV, LLC.

Stock Repurchases

In May 2011, we redeemed 400,000 shares of common stock from Mitch Jacobs, our founder and a former officer and director of ours, at a price per share of $2.793, for an aggregate redemption price of $1,117,200. In April 2013, we repurchased 504,256 shares of common stock from Mr. Jacobs at a price per share of $7.78, for an aggregate repurchase price of $3,921,667.

In April 2013, we repurchased 35,000 shares of common stock from Jorge Sun, a former officer of ours, at a price per share of $7.78, for an aggregate repurchase price of $272,200.

In May 2013, we repurchased 56,000 and 52,000 shares of common stock for $7.78 per share from James Hobson, our Chief Operating Officer, and Howard Katzenberg, our Chief Financial Officer, respectively. We paid aggregate repurchase prices of $435,517 and $404,409 to Mr. Hobson and Mr. Katzenberg, respectively, in connection with these transactions.

In May 2013, we paid Bradley Kime, a former officer of ours, $1,012,071 in exchange for his agreement to cancel options to purchase 139,652 shares of common stock.

Investors Rights Agreement

In March 2014, we entered into an amended and restated investors’ rights agreement with the holders of our preferred stock and key holders of our common stock, including Neil Wolfson, a director of ours, and entities affiliated with First Round Capital, Google Ventures 2013, L.P., Institutional Venture Partners, RRE Ventures IV, L.P., SAP Ventures Fund I Holdings, LLC, Tiger Global Private Investment Partners VII, L.P., and entities affiliated with Village Ventures, which each hold 5% or more of our capital stock and with which certain of our directors are affiliated. Such agreement provides, among other things, that the holders of our preferred stock have the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. For a more detailed description of these registration rights, see the section titled “Description of Capital Stock—Registration Rights.”

Policies and Procedures for Transactions with Related Persons

Following the completion of this offering, our audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. Our audit committee charter provides that the audit committee shall review and approve or disapprove any related party transactions.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of September 30, 2014, as adjusted to reflect the shares of common stock to be issued and sold by us in this offering, by:

• each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

• each of our named executive officers;

• each of our directors; and

• all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of September 30, 2014. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock prior to this offering on 28,080,318 shares of our common stock outstanding as of September 30, 2014, which includes 23,725,822 shares of common stock resulting from the automatic conversion of all outstanding shares of our redeemable convertible preferred stock upon the completion of this offering, as if this conversion had occurred as of September 30, 2014. Percentage ownership of our common stock after this offering assumes the sale by us of                 shares of common stock in this offering.

Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o On Deck Capital, Inc., 1400 Broadway, 25th Floor, New York, New York 10018.

	Shares Beneficially Owned Prior to the Offering				Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Shares		Percentage		Shares	Percentage
5% Stockholders:
RRE Ventures IV, L.P.(1)		4,313,698		15.4
Entities affiliated with Institutional Venture Partners(2)		4,051,138		14.4
Entities affiliated with Village Ventures(3)		3,037,069		10.8
SAP Ventures Fund I Holdings, LLC(4)		2,843,177		10.1
Entities affiliated with First Round Capital(5)		1,846,452		6.5
Google Ventures 2013 L.P.(6)		1,768,476		6.3
Tiger Global Private Investment Partners VII, L.P.(7)		1,691,027		6.0
Named Executive Officers and Directors:
Noah Breslow(8)		700,920		2.4
James Hobson(9)		150,862		*
Howard Katzenberg(10)		184,457		*
David Hartwig(11)		2,843,177		10.1
J. Sanford Miller(12)		4,051,138		14.4
James D. Robinson III(13)		4,313,698		15.4
Jane J. Thompson(14)		1,875		*
Ronald F. Verni(15)		46,875		*
Neil E. Wolfson(16)		57,824		*
All current executive officers and directors as a group (10 persons)(17)		12,414,055		42.9

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* Represents beneficial ownership of less than 1%.

(1) Consists of 4,313,698 shares held of record by RRE Ventures IV, L.P. (RRE LP). RRE Ventures GP IV, LLC (RRE GP), is the general partner of RRE LP. James D. Robinson IV and Stuart J. Ellman, as the managing members of RRE GP, share voting and dispositive power with respect to the shares held by RRE LP. The address for each of these entities is c/o RRE Ventures, 130 East 59^th Street, 17^th Floor, New York, New York 10022.

(2) Consists of (i) 2,025,569 shares held of record by Institutional Venture Partners XIII, L.P. (IVP XIII) and (ii) 2,025,569 shares held of record by Institutional Venture Partners XIV, L.P. (IVP XIV). Institutional Venture Management XIII LLC (IVM XIII) is the general partner of IVP XIII and Institutional Venture Management XIV LLC (IVM XIV) is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Messrs. Chaffee, Fogelsong, Harrick, Miller, Phelps and Jules A. Maltz, as the managing directors of IVP XIV, share voting and dispositive power with respect to the shares held by IVP XIV. The address for each of these entities is c/o Institutional Venture Partners, 3000 Sand Hill Road, Suite 250, Menlo Park, California 94025.

(3) Consists of (i) 2,583,106 shares held of record by Village Ventures Fund II, L.P. (VVF II); (ii) 35,423 shares held of record by Village Ventures Fund II-A, L.P. (VVF II-A); and (iii) 418,540 shares held of record by Village Ventures Fund II-B, L.P. (VVF II-B) . Village Ventures Capital Partners II, LLC (VVCP) is the general partner of VVF II, VVF II-A and VVF II-B. Village Ventures Capital Management, LLC (VVCM) is the manager of VVCP. Matthew C. Harris and William Bo S. Peabody, as the Class A members of VVCM, share voting and dispositive power with respect to the shares held by VVF II, VVF II-A and VVF II-B. Village Ventures, Inc., a corporation controlled by Messrs. Harris and Peabody, is the advisor to VVCM. The address for each of these entities is c/o Village Ventures, Inc., One Bank Street, 2nd Floor, Williamstown, Massachusetts 01267.

(4) Consists of 2,843,177 shares held of record by SAP Ventures Fund I Holdings, LLC (SAP Holdings). SAP Ventures Fund I, L.P. (SAP Ventures LP) is the sole member of SAP Holdings and SAP Ventures GPE (I), L.L.C. (SAP GPE) is the general partner of SAP Ventures LP. Nino Marakovic, Richard Douglas Higgins, Jayendra Das, David Hartwig, and Andreas Weiskam, as the managing members of SAP GPE, share voting and dispositive power with respect to the shares held by SAP Holdings. The address for each of these entities is c/o SAP Ventures, 3408 Hillview Avenue, Palo Alto, California 94304.

(5) Consists of (i) 494,511 shares held of record by First Round Capital 2006 Annex Fund LP (FRC 2006 Annex); (ii) 531,430 shares held of record by First Round Capital 2006 LP (FRC 2006); (iii) 328,451 shares held of record by First Round Capital 2007 Annex Fund LP (FRC 2007 Annex); (iv) 218,969 shares held of record by First Round Capital 2007 Annex Fund-Q LP (FRC 2007 Annex-Q); (v) 163,855 shares issuable upon the exercise of warrants held by FRC 2007 Annex that are immediately exercisable at an exercise price of $0.65 per share; and (vi) 109,236 shares issuable upon the exercise of warrants held by FRC 2007 Annex that are immediately exercisable at an exercise price of $0.65 per share. First Round Management 2006 LLC (FRC 2006 GP) is the general partner of FRC 2006 Annex and FRC 2006. Josh Kopelman is the sole managing member of FRC 2006 GP and has shared voting and dispositive power with respect to the shares held by FRC 2006 Annex and FRC 2006. First Round Management 2007 LLC (FRC 2007 GP) is the general partner of FRC 2007 Annex and FRC 2007 Annex-Q. Mr. Kopelman is the sole managing member of FRC 2007 GP and has shared voting and dispositive power with respect to the shares held by FRC 2007 Annex and 2007 Annex-Q. The address for each of these entities is c/o First Round Capital, 4040 Locust Street, Philadelphia, Pennsylvania 19104.

(6) Consists of 1,768,476 shares held of record by Google Ventures 2013, L.P. (GV 2013 LP). Voting and dispositive power with respect to shares held by GV 2013 LP reside with the Google Ventures Investment Committee. The address for each of these entities is c/o Google Ventures, 1600 Amphitheatre Parkway, Mountain View, California 94043.

(7) Consists of 1,691,027 shares held of record by Tiger Global Private Investment Partners VII, L.P. (PIP VII). PIP VII is ultimately controlled by Chase Coleman, Lee Fixel and Scott Schleifer. The address for PIP VII is c/o Tiger Global Management, LLC, 9 West 57^th Street, New York, New York 10019.

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(8) Consists of (i) 63,000 shares held of record by Mr. Breslow and (ii) 637,920 shares subject to options exercisable within 60 days of September 30, 2014.

(9) Consists of 150,862 shares subject to options exercisable within 60 days of September 30, 2014.

(10) Consists of (i) 139,770 shares held of record by Mr. Katzenberg and (ii) 44,687 shares subject to options exercisable within 60 days of September 30, 2014.

(11) Consists of the shares listed in footnote (4) above, which are held of record by SAP Holdings.

(12) Consists of the shares listed in footnote (2) above, which are held of record by entities affiliated with Institutional Venture Partners.

(13) Consists of the shares listed in footnote (1) above, which are held of record by RRE LP.

(14) Consists of 1,875 shares subject to options exercisable within 60 days of September 30, 2014.

(15) Consists of (i) 22,500 shares held of record by Mr. Verni and (ii) 24,375 shares subject to options exercisable within 60 days of September 30, 2014.

(16) Consists of 57,824 shares held of record by Mr. Wolfson.

(17) Consists of (i) 11,549,543 shares beneficially owned by our officers and directors and (ii) 864,512 shares subject to options exercisable within 60 days of September 30, 2014.

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DESCRIPTION OF INDEBTEDNESS

We have available to us several funding alternatives to support the maintenance and growth of our business. The following is a summary of the material terms that are contained in our currently existing debt facilities. This description does not purport to be complete and is qualified in its entirety by reference to the provisions of our currently existing debt facilities.

Asset-Backed Securitization Facility

In May 2014, we accessed the asset-backed securitization market using OnDeck Asset Securitization Trust LLC (ODAST), a wholly-owned special purpose vehicle, which issued our inaugural series of Fixed-Rate Asset Backed Notes in a $175 million rated transaction (the Series 2014-1 Notes) to over 15 third-party institutional investors. The Series 2014-1 Notes were issued pursuant to a business Base Indenture and Series 2014-1 Indenture Supplement, each dated May 8, 2014, by and between ODAST and Deutsche Bank Trust Company Americas, as indenture trustee. The Series 2014-1 Notes were issued in two classes: Class A, rated BBB(sf) by DBRS, Inc., in the initial principal amount of $156.7 million and Class B, rated BB(sf) by DBRS, Inc., in the initial principal amount of $18.3 million. The Series 2014-1 Notes are secured by and payable from collections on a revolving pool of small business loans, which are generated by us in our ordinary course of business, and transferred from us to ODAST. At the time of issuance of the Series 2014-1 Notes, the portfolio of loans held by ODAST and pledged to secure the Series 2014-1 Notes was approximately $183.2 million. The Class A notes and Class B notes bear interest at 3.15% and 5.68%, respectively, and provide us with a blended cost of capital fixed at 3.41%. Subject to the satisfaction of certain conditions, we sell small business loans that have satisfied all applicable eligibility criteria to ODAST, and ODAST in turn issues to third-party investors one or more series of asset-backed securities that are collateralized by a revolving pool of loans sold to ODAST. The proceeds from the issuance are distributed to us through ODAST’s purchase of the loans from us. Eligibility criteria may include, among others, that the applicable loan is denominated in U.S. dollars, that the borrower under such loan had a certain OnDeck Score at the time of underwriting, that such loan was originated in accordance with our underwriting policies and that such loan is a legal, valid and binding obligation of the obligor. The collateral pools are also subject to certain concentration limits that, if exceeded, will require ODAST to add or maintain additional collateral or, if not cured, an amortization event will occur. Concentration limitations may include, among others, geographic, industry, time in business, outstanding principal balance, original term and OnDeck Score concentration limits.

The Series 2014-1 Notes contain a two-year revolving period after which principal on the asset-backed securities will be paid sequentially to the Class A and Class B Notes monthly from collections on the loans. The final maturity date of the Series 2014-1 Notes is in May 2018. Monthly payments of interest on the Series 2014-1 Notes began on June 17, 2014. The outstanding principal balance of the Series 2014-1 Notes as of September 30, 2014 was $175 million. Additional series of asset-backed securities are expected to be issued through ODAST in the future. For a discussion of covenants and events of default for the Series 2014-1 Notes and ODAST, please see the section below titled “—Covenants and Events of Default for Debt Facilities.” The loans and other assets transferred by us to ODAST are owned by ODAST, are pledged to secure the payment of notes issued by ODAST, are assets of ODAST and are not available to satisfy any of our obligations or available to our creditors.

Lenders under our asset-backed securitization facility do not have direct recourse to On Deck Capital, Inc.

Asset-Backed Revolving Debt Facilities

We also obtain funding through asset-backed revolving debt facilities. With respect to each such facility, the lenders commit to make loans to one of our wholly-owned subsidiaries, the proceeds of which are used to finance the subsidiary’s purchase of small business loans from us in a bankruptcy remote transaction. The revolving pool of small business loans purchased by the subsidiary serves as collateral for the loans made to the subsidiary borrower under the debt facility. The subsidiaries repay the borrowings from collections received on the loans.

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The applicable subsidiary can voluntarily repay and re-borrow principal amounts under these revolving debt facilities subject to satisfaction of borrowing conditions, including borrowing base requirements. In order for our loans to be eligible for purchase by the subsidiaries under these facilities, they must meet all applicable eligibility criteria. Eligibility criteria may include, among others, that the applicable loan is denominated in U.S. dollars, that the borrower under such loan had a certain OnDeck Score at the time of underwriting, that such loan was originated in accordance with our underwriting policies and that such loan is a legal, valid and binding obligation of the obligor. The subsidiary collateral pools are subject to certain concentration limits that, when exceeded, will require the applicable subsidiary borrower to add or maintain additional collateral or, if not cured, an event of default will occur. Concentration limitations may include, among others, geographic, industry, time in business, outstanding principal balance, original term and OnDeck Score concentration limits. We currently utilize four such asset-backed revolving debt facility structures through four separate subsidiaries:

• OnDeck Account Receivables Trust 2013-1 LLC (ODART), which entered into a debt agreement in August 2013 with Deutsche Bank AG, New York Branch as administrative agent and the lenders party thereto, which was amended in November 2013, April 2014 and July 2014 and subsequently amended and restated in its entirety on September 15, 2014;

• OnDeck Asset Company, LLC (ODAC), which entered into a debt agreement in October 2013 with ODBL IV, LLC, as administrative agent, and the lenders party thereto, which was amended in November 2013, January 2014, April 2014 and July 2014 and subsequently amended and restated in its entirety on October 17, 2014;

• Small Business Asset Fund 2009 LLC (SBAF), which entered into a debt agreement in March 2011 with Deutsche Bank Trust Company Americas, as collateral agent, and the lenders party thereto, which was amended in January 2014; and

• OnDeck Asset Pool, LLC (ODAP), which entered into a debt agreement in August 2014 with Jefferies Mortgage Funding, LLC, as administrative agent, and the lenders party thereto.

The following table summarizes certain aspects of such facilities:

Subsidiary Name	ODART	ODAC	SBAF	ODAP
Facility Size	$167.6 million	$50 million	Variable	$75 million
Borrowing Base Advance Rate	95% (Class B) or 85% (Class A)	95% (provided that a 91% advance rate will apply to certain loans under certain circumstances)	91%	90%
Interest Rate	Class A = Cost of funds + 3.00%; Class B = LIBOR (minimum of 1%) + 7.25%	LIBOR + 8.25%	Range from 7.0% to 13.0%; 8.6% weighted average interest rate	LIBOR (minimum of 1%) + 4%
Commitment Termination Date	September 15, 2016	October 23, 2015	March 21, 2015	August 15, 2015
Facility Termination Date	September 15, 2016	October 23, 2015	Ongoing	August 15, 2016
Outstanding Amount as of September 30, 2014	$84.6 million	$28.3 million	$18.8 million	$40.5 million

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We expect to use additional asset-backed debt facilities in the future. As of September 30, 2014, we were in compliance with all financial covenants required per the debt agreements, as amended. For a discussion of covenants and events of default for ODART, ODAC, SBAF and ODAP, please see the section below titled “—Covenants and Events of Default for Debt Facilities.” The loans and other assets transferred by us to the subsidiaries are owned by the respective subsidiaries, are pledged to secure the payment of the obligations incurred by such subsidiaries, are assets of subsidiaries and are not available to satisfy any of On Deck Capital, Inc.’s obligations. Lenders under our asset-backed revolving debt facilities do not have direct recourse to On Deck Capital, Inc.

Corporate Debt

On August 7, 2013, we entered into a revolving debt facility with Square 1 Bank, which was amended in November 2013, December 2013 and January 2014 and amended and restated in November 2014 (the Square 1 Credit Agreement), pursuant to which we may borrow up to $20 million (subject to satisfaction of customary borrowing conditions and borrowing base requirements). Borrowings under the Square 1 Credit Agreement bear interest at a floating rate which is based upon the prime rate plus a spread of 1.25% per annum, with a floor of 4.5% per annum. The Square 1 Credit Agreement provides for a commitment termination date of October 30, 2015. There were $3 million of borrowings outstanding under this agreement as of September 30, 2014. For a discussion of covenants and events of default under the Square 1 Credit Agreement, please see the section below titled “Covenants and Events of Default for Debt Facilities.”

Covenants and Events of Default for Debt Facilities

Our ability to utilize each of our debt facilities as described herein is subject to compliance with various covenants and other specified requirements. The failure to comply with such requirements may result in events of default, the accelerated repayment of amounts owed under the applicable facility, often referred to as an early amortization event, and/or the termination of the facility. There are no events of default or amortization events currently existing under any of our debt facilities.

Such requirements include:

• Financial Covenants. Financial covenants may include, among others, requirements with respect to minimum tangible net worth, maximum leverage ratio, minimum consolidated liquidity, minimum unrestricted cash, minimum interest coverage ratio and minimum operating cash flow.

• Portfolio Performance Covenants. Portfolio performance covenants may include, among others, requirements that the pool not exceed certain stated static pool default ratios and delinquency rates and that the loan yield and the excess spread on the pool not be less than stated minimum levels. Excess spread is generally the amount by which income received by the borrower under the respective facility during a collection period (primarily interest collections and fees) exceeds its fees and expenses during such collection period (including interest expense, servicing fees and charged-off receivables).

• Other Events. Other events may include, among others, change of control events, certain insolvency-related events, events constituting a servicer default, an inability to engage a replacement backup servicer following termination of the current backup servicer, senior management changes, the occurrence of an event of default or acceleration under other facilities, the inability or failure of us to transfer loans to the SPVs as required, failure to make required payments or deposits, ERISA related events, events related to the entry of an order decreeing dissolution that remains undischarged, events related to the entry or filing of judgments, attachments or certain tax liens that remain undischarged, and events related to breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants may, among other things, impose limitations or restrictions on our ability to pay dividends, redeem our stock, make payments in order to retire or obtain the surrender of warrants or options, or the ability of the respective borrowers thereunder to incur additional indebtedness, pay dividends, make investments, engage in transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of the business, and create liens.

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In the case of the subsidiary facilities, following an event of default or an early amortization event, collections on the collateral are applied to repay principal rather than being available on a revolving basis to fund the origination activities of our business. In the case of all our facilities, if an event of default occurs, the lenders under our facilities will no longer provide funding under the facilities and will be entitled to take various actions, including the acceleration of amounts due under our facilities and all actions permitted to be taken by a secured creditor, if we were unable to obtain covenant relief or obtain a waiver from the lenders for specific non-compliance matters.

While the lenders under our corporate facility have direct recourse to us as the borrower thereunder, lenders under our subsidiary facilities do not have direct recourse to us.

Moreover, we currently act as servicer with respect to the small business loans held by the subsidiaries. If we default in our servicing obligations or fail to meet certain financial covenants, an early amortization event or event of default could occur and/or we could be replaced by our backup servicer or another replacement servicer.

Early Termination Fees

Early termination fees may be payable under the ODART and ODAC facilities in the event of a termination or other permanent reductions of the revolving commitments prior to May 16, 2016 and October 23, 2015, respectively.

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DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes the most important terms of our capital stock, as they are expected to be in effect upon the completion of this offering. We expect to adopt an amended and restated certificate of incorporation and amended and restated bylaws in connection with the completion of this offering, and this description summarizes the provisions that are expected to be included in such documents. This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part. For a complete description of our capital stock, you should refer to our amended and restated certificate of incorporation, amended and restated bylaws and amended and restated investor rights agreement, that are or will be included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law. Immediately following the completion of this offering, our authorized capital stock will consist of                     shares of common stock, $0.01 par value per share, and                     shares of undesignated preferred stock, $0.01 par value per share.

Assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 23,725,822 shares of our common stock, which will occur upon the completion of this offering, as of September 30, 2014, there were 28,080,318 shares of our common stock outstanding on an as-converted basis, held by approximately 123 stockholders of record. Our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Right to Receive Liquidation Distributions

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

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Preferred Stock

Immediately after the completion of this offering, our board of directors will have the authority, without further action by our stockholders, to issue up to                     shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon the completion of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Warrants

As of September 30, 2014, warrants to purchase 1,653,763 shares of common stock at a weighted average exercise price of $14.44 were outstanding.

As of September 30, 2014, one warrant to purchase 137,500 shares of Series C-1 preferred stock at an exercise price of $5.5258 was outstanding. Upon the closing of this offering, this warrant will become exercisable for the same number of shares of common stock.

As of September 30, 2014, warrants to purchase 15,000 shares of Series E preferred stock at an exercise price of $29.42 were outstanding. Upon the closing of this offering, these warrants will become exercisable for the same number of shares of common stock.

All of these warrants have a net exercise provision under which its holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of our preferred stock at the time of exercise of the warrant after deduction of the aggregate exercise price. Each warrant contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. Certain of the holders of the shares issuable upon exercise of our warrants are entitled to registration rights with respect to such shares as described in greater detail under the section below titled “—Registration Rights.”

Stock Options

As of September 30, 2014, there were 4,985,401 shares of our common stock issuable upon exercise of outstanding stock options pursuant to our Amended and Restated 2007 Stock Incentive Plan with a weighted average exercise price of $7.51 per share.

Registration Rights

After the completion of this offering, the holders of an aggregate of 28,431,830 shares of our common stock (including shares issuable pursuant to the exercise of warrants to purchase common stock), or their permitted transferees, are entitled to rights with respect to the registration of such shares under the Securities Act. We refer to these shares as “registrable securities.” These rights are provided under the terms of our amended and restated investors’ rights agreement between us and the holders of registrable securities, certain outstanding warrants and side letter agreements and include demand registration rights, short form registration rights and piggyback registration rights.

All demand registration rights, Form S-3 registration rights and piggyback registration rights will terminate upon the earliest to occur of: (i) (A) the sale, lease, transfer, exclusive license or other disposition of all or

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substantially all of our assets or (B) the closing of our merger or consolidation with another entity (except a merger or consolidation in which the holders of our capital stock would continue to hold at least a majority of the voting power of our capital stock or the capital stock of the surviving entity or the parent company of the surviving entity) or (ii) with respect to any holder of registrable securities, when such holder may sell all shares held by it in compliance with Rule 144 within any three-month period, provided that all Form S-3 registration rights and piggyback registration rights continue for three years following the completion of this offering.

We will pay the registration expenses (other than underwriting discounts and commissions) in connection with the registrations described below, including the reasonable fees and disbursements of one counsel for participating holders of registrable securities. In an underwritten offering, the underwriters have the right to limit the number of shares registered by these holders for marketing reasons, subject to certain limitations. In connection with the completion of this offering, each holder of registrable securities has agreed or will agree not to sell or otherwise dispose of any securities without the prior written consent of the underwriters for a period of 180 days after the date of this prospectus, subject to certain terms and conditions. See the section titled “Shares Eligible for Future Sale—Lock-Up Agreements” for additional information.

Demand Registration Rights

One year after the completion of this offering, the holders of 40% or more of our registrable securities may request that we register the offer and sale of their shares if the anticipated aggregate offering price of such shares, net of selling expenses, is at least $10 million, or such shares would constitute a majority of the common stock issued upon conversion of certain shares of the preferred stock outstanding immediately prior to this offering. We are not required to effect such registration (i) if we have already effected more than two demand registrations, (ii) if the initiating holders propose to dispose of registrable securities that may be immediately registered on Form S-3 or (iii) during the period beginning with the date 60 days prior to our good faith estimate of the date of filing of, and ending 90 days following the effectiveness of a registration statement relating to the initial public offering of our securities. In addition, if we determine that it would be materially detrimental to us and our stockholders to effect a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to six months, provided that we do not register any of our securities or those of any other stockholder during such six-month period, other than with respect to a registration related to a company stock plan, a registration related to a transaction under Rule 145 of the Securities Act or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered.

Piggyback Registration Rights

If we propose to register the offer and sale of any of our securities under the Securities Act in connection with the public offering of such securities, the holders of our registrable securities will be entitled to certain “piggyback” registration rights allowing such holders to include their shares in such registration, subject to certain limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to a company stock plan, a registration related to a transaction under Rule 145 of the Securities Act or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, the holders of these shares are entitled to notice of the registration and have the right to include their shares in the registration.

Form S-3 Registration Rights

The holders of our registrable securities may make a written request that we register the offer and sale of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 so long as the sale of securities registered pursuant to such request would result in an aggregate price to the public, net of selling expenses, of at least $2 million. We are not required to effect such registration (i) during the period beginning with the date 30 days prior to our good faith estimate of the date of filing of, and ending 90 days following the

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effectiveness of a registration statement relating to a registration initiated by us or (ii) if we have already effected more than two Form S-3 registrations in the prior 12 months. In addition, if we determine that it would be materially detrimental to us and our stockholders to effect a Form S-3 registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to six months, provided that we do not register any of our securities or those of any other stockholder during such six-month period, other than with respect to a registration related to a company stock plan, a registration related to a transaction under Rule 145 of the Securities Act or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years of the date on which it is sought to be determined whether such person is an “interested stockholder,” did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions

Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:

• Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws will authorize only our board to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board will be permitted to be set only by a resolution adopted by our board. These provisions would prevent a stockholder from increasing the size of our board and then gaining control of our board by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board but promotes continuity of management.

• Classified Board. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors. See the section titled “Management—Board Composition” for additional information.

• Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation will provide that our stockholders may not take action by written consent, but may only

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take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated bylaws will further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our Chief Executive Officer or our president, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

• Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

• No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws will not provide for cumulative voting.

• Directors Removed Only for Cause. Our amended and restated certificate of incorporation will provide that stockholders may remove directors only for cause.

• Amendment of Charter Provisions. Any amendment of the above provisions in our amended and restated certificate of incorporation would require approval by holders of at least two-thirds of our then outstanding common stock.

• Issuance of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by the stockholders, to issue up to                 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021. Our shares of common stock will be issued in uncertificated form only, subject to limited circumstances.

Market Listing

We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol “ONDK.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Following the completion of this offering, and after giving effect to the automatic conversion of all outstanding shares of our redeemable convertible preferred stock which will occur upon the completion of this offering, based on the number of shares of our capital stock outstanding as of September 30, 2014, we will have a total of                 shares of our common stock outstanding. Of these outstanding shares, all of the shares of common stock sold in this offering, plus any shares sold upon exercise of the underwriters’ option to purchase up to an additional                  shares of common stock from us in this offering, will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our common stock will be deemed “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. In addition, holders of all or substantially all of our equity securities have entered into or will enter into lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our stock for at least 180 days following the date of this prospectus, as described below. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, based on an assumed offering date of September 30, 2014, shares will be available for sale in the public market as follows:

• beginning on the date of this prospectus, the                  shares of common stock sold in this offering will be immediately available for sale in the public market;

• beginning 181 days after the date of this prospectus,                 additional shares of common stock will become eligible for sale in the public market, of which                 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

• the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements

We, our officers and directors and holders of substantially all of our common stock and securities convertible into or exchangeable for our common stock, have agreed or will agree that, subject to certain exceptions and under certain conditions, for a period of 180 days after the date of this prospectus, we and they will not, without the prior written consent of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our capital stock. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated may, in their discretion, release any of the securities subject to these lock-up agreements at any time.

The restrictions described in the immediately preceding paragraph are subject to certain exceptions as set forth in the section titled “Underwriters.”

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Rule 10b5-1 Trading Plans

Certain of our employees, including our executive officers and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements described above.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, and upon expiration of the lock-up agreements described above, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately                  shares immediately after this offering assuming no exercise by the underwriters of their option to purchase up to an additional                  shares of common stock from us in this offering; or

• the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale;

provided, in each case, that we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Registration Rights

On the date beginning 180 days after the date of this prospectus, the holders of 28,431,830 shares of our common stock (including shares issuable pursuant to the exercise of warrants to purchase common stock), or their transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See the section titled “Description of Capital Stock—Registration Rights” for additional information.

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Equity Incentive Plans

Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our Amended and Restated 2007 Stock Incentive Plan, our 2014 Equity Incentive Plan and our 2014 Employee Stock Purchase Plan. The registration statement on Form S-8 will become effective immediately upon filing, and shares covered by such registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. See the section titled “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO

NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock to non-U.S. holders (as defined below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed or subject to differing interpretations, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction or under U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances, including the impact of the tax on net investment income imposed by Section 1411 of the Code, or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to the alternative minimum tax;

• mutual funds;

• tax-exempt organizations;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• grantor trusts;

• persons that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below);

• certain former citizens or long-term residents of the United States;

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;

• persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code; and

• persons deemed to sell our common stock under the constructive sale provisions of the Code.

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

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Non-U.S. Holder Defined

For purposes of this discussion, a non-U.S. holder (other than a partnership or other entity treated as such for U.S. federal income tax purposes) is any beneficial owner that, for U.S. federal income tax purposes, is not a U.S. person. The term U.S. person means:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and that has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) that has a valid election in effect to be treated as a U.S. person.

If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of such partnership and a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership, or a partner of a partnership, holding our common stock, you should consult your tax advisor regarding the tax consequences to you from the partnership’s purchase, ownership and disposition of our common stock.

Distributions on our Common Stock

As described in the section titled “Dividend Policy,” we do not anticipate making any distributions on our common stock following the completion of this offering. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as capital gain as described below under the section titled “—Gain on Sale or Other Dispositions of our Common Stock.”

Any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate. A non-U.S. holder of shares of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS. If you hold our common stock through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by you in the United States) are includible in your gross income in the taxable year received, and are exempt from such withholding tax. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder should consult its tax advisor regarding its possible entitlement to benefits under an income tax treaty.

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Gain on Sale or Other Dispositions of Our Common Stock

You generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by you in the United States);

• you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation,” (USRPHC), for U.S. federal income tax purposes.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, your common stock will be treated as U.S. real property interests only if you actually or constructively hold more than 5% of such regularly traded common stock at any time during the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.

If you are a non-U.S. holder described in the first bullet above, you will be required to pay tax on the net gain derived from the sale at regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty.

If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, which tax may be offset by U.S. source capital losses, even though you are not considered a resident of the United States, provided you have timely filed U.S. federal income tax returns with respect to such losses. Prospective investors are encouraged to consult with their tax advisors regarding the possible implications of these rules on their investment in our common stock.

Federal Estate Tax

Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of his or her death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence or establishment.

Payments of dividends or of proceeds on the disposition of stock made to you may be subject to information reporting and backup withholding at a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on a Form W-8BEN or another appropriate version of IRS Form W-8.

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Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax; rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner

Common Stock Held by or through Foreign Entities

Sections 1471-1474 of the Code and the Treasury regulations issued thereunder generally impose a U.S. federal withholding tax of 30% on dividends, and the gross proceeds of a disposition of our common stock, paid to a “foreign financial institution” (as defined under these rules), unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), unless such institution otherwise qualifies for an exemption under these rules. A U.S. federal withholding tax of 30% also generally applies to dividends and the gross proceeds of a disposition of our common stock paid to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any “substantial United States owners” (as defined under these rules) or furnishes identifying information regarding each substantial United States owner, unless such entity otherwise qualifies for an exemption under these rules. The withholding obligations under these rules with respect to the gross proceeds of a sale or other disposition of our common stock will not begin until January 1, 2017. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Thus, if you hold our common stock through a foreign financial institution or foreign entity, all or a portion of any payments made to you with respect to our common stock may be subject to 30% withholding. Prospective investors are encouraged to consult with their tax advisors regarding the possible implications of these rules on their investment in our common stock.

The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change in applicable laws.

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UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Underwriters	Number of Shares
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith                 Incorporated
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Jefferies LLC
Raymond James & Associates, Inc.
Stifel, Nicolaus & Company, Incorporated Needham & Company, LLC
Total:

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to             additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional                 shares of common stock.

	Per Share	Total
		No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us
Proceeds, before expenses, to us	$	$	$

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol “ONDK.”

We and all directors and officers and the holders of     % of our outstanding stock and stock options have agreed that, without the prior written consent of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (the restricted period):

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; provided that we may issue up to 5% of our capital stock in connection with one or more acquisitions or strategic transactions completed during the restricted period;

• file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

In the event that a release of the foregoing restrictions is granted to any director, officer or 1% or greater equity holder, we are obligated to release each of our equity holders on a pro rata basis. Such pro rata release shall not apply to (i) releases to any individual party in an amount less than or equal to 100,000 shares (ii) any primary or secondary public offering or underwritten sale during the restricted period, or (iii) a release due to personal hardship.

The restrictions described in the immediately preceding paragraph do not apply to:

• the sale of securities pursuant to the terms of the underwriting agreement;

• transactions by any person other than us relating to shares of common stock or other securities acquired in this offering or in open market transactions after the completion of the offering of the shares; provided that during the restricted period no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) is required or voluntarily made in connection with subsequent sales of the common stock or other securities acquired in such transactions;

• transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock (i) to the spouse, domestic partner, parent, sibling, child or grandchild (each, an “immediate family member”) of the holder or to a trust formed for the benefit of the holder or of an immediate family member of the holder, (ii) by a bona fide gift, will or intestacy, (iii) if the holder is a corporation, partnership, limited liability company or other business entity (A) to another corporation,

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partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the holder or (B) as part of a disposition, transfer or distribution by the holder to its equity holders or (iv) if the holder is a trust, to a trustor or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to this exception, (i) each donee, transferee or distributee shall sign and deliver a lock-up letter substantially in the form entered into by the holder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period;

• the receipt by the holder from us of shares of common stock upon the vesting of restricted stock awards or other securities convertible into common stock or upon the exercise of options or warrants, or the transfer of shares of common stock or any securities convertible into common stock to us upon a vesting event of our securities or upon the exercise of options or warrants to purchase our securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the holder in connection with such vesting or exercise; provided that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period;

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the holder or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period;

• the transfer of shares of common stock (or any security convertible into or exercisable or exchangeable for common stock) held by the party subject to the lock-up restrictions that occurs by operation of law, pursuant to a qualified domestic order or in connection with a divorce settlement; provided that each transferee shall sign and deliver, prior to such transfer, a lock-up letter substantially in the form executed by the party subject to the lock-up restrictions; provided, further, that if the party subject to the lock-up restrictions is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock during the restricted period, the party subject to the lock-up restrictions shall include a statement in such report to the effect that such transfer was made pursuant to a domestic order or divorce settlement; or

• the transfer of shares of common stock (or any security convertible into or exercisable or exchangeable for common stock) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the common stock involving a change in control that has been approved by our board of directors, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the common stock owned by the party subject to the lock-up restrictions shall remain subject to such restrictions.

Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. In the event Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated release any common stock and other securities subject to the lock-up agreements held by our officers and directors, we have agreed to publicly announce the impending release or waiver at least two business days before the effective date of the release or waiver.

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale

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by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

Deutsche Bank Securities Inc. acted as sole bookrunner in connection with our OnDeck Asset Securitization Trust LLC (ODAST) in May 2014. In addition, an affiliate of Deutsche Bank Securities Inc. acts as (i) administrative and collateral agent for our OnDeck Account Receivables Trust 2013-1 LLC (ODART), for which services such affiliate receives customary fees, and is a lender under the ODART debt agreement and (ii) paying agent and collateral agent under a $75 million credit facility entered into in August 2014, the 2014 Credit Facility, for which such affiliate receives customary fees, and is a lender under the 2014 Credit Facility.

An affiliate of Jefferies LLC serves as the administrative agent under the 2014 Credit Facility, for which such affiliate receives customary fees, and is a lender under the 2014 Credit Facility. In addition, an affiliate of Jefferies LLC purchases loans in our OnDeck Marketplace.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in

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determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this

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prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to us, the offering or the shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus or taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not

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result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. The underwriters are being represented by Orrick, Herrington & Sutcliffe LLP, New York, New York in connection with this offering.

EXPERTS

The consolidated financial statements of On Deck Capital, Inc. and subsidiaries as of December 31, 2013 and 2012, and for each of the two years in the period ended December 31, 2013 audited by Ernst & Young LLP have been included in reliance on their report given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.ondeck.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2012 and 2013	F-3
Consolidated Statements of Operations for the years ended December 31, 2012 and 2013	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December  31, 2012 and 2013	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2013	F-6
Notes to Consolidated Financial Statements	F-7
Consolidated Balance Sheets as of December 31, 2013 and September 30, 2014 (unaudited)	F-33
Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2013 and 2014	F-34
Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2014	F-35
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2014	F-36
Notes to Unaudited Consolidated Financial Statements	F-37

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

On Deck Capital, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of On Deck Capital, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of On Deck Capital, Inc. and subsidiaries at December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

New York, New York

September 29, 2014

F-2

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share data)

	December 31,
	2012			2013
Assets
Cash and cash equivalents	$	7,386		$	4,670
Restricted cash		9,195			14,842
Loans		90,975			222,521
Less: Allowance for loan losses		(9,288	)		(19,443	)
Loans, net of allowance for loan losses		81,687			203,078
Loans held for sale		—			1,423
Deferred debt issuance costs		2,440			2,327
Property, equipment and software, net		4,005			7,169
Other assets		1,797			1,941
Total assets	$	106,510		$	235,450
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Liabilities:
Accounts payable	$	1,731		$	1,161
Interest payable		1,173			1,120
Debt		104,297			203,297
Warrant liability		707			4,446
Accrued expenses and other liabilities		2,535			6,563
Total liabilities		110,443			216,587
Commitments and contingencies (Note 15)
Redeemable convertible preferred stock:
Series A preferred stock, par value $.01, 2,976,680 shares authorized; 2,976,680 and 2,219,331, shares issued and outstanding at December 31, 2012 and 2013, respectively		3,250			2,559
Series B preferred stock, par value $.01, 5,677,581 shares authorized; 5,423,361 and 5,377,631 shares issued and outstanding at December 31, 2012 and 2013, respectively		21,838			22,918
Series C preferred stock, par value $.01, 4,867,769 shares authorized, 4,867,769 shares issued and outstanding at December 31, 2012 and 2013		23,113			24,749
Series C-1 preferred stock, par value $.01, 1,500,000 shares authorized; 850,556 shares issued and outstanding at December 31, 2012 and 2013		5,025			5,401
Series D preferred stock, par value $.01, 7,233,878 shares authorized; 7,233,878 shares issued and outstanding at December 31, 2013		—			62,716
Total redeemable convertible preferred stock		53,226			118,343
Stockholders’ deficit:
Common stock—$0.01 par value, 24,000,000 and 31,964,661 shares authorized and 2,382,752 and 2,233,807 shares issued and outstanding at December 31, 2012 and 2013, respectively		31			38
Treasury stock—at cost		(483	)		(5,656	)
Additional paid-in capital		739			1,614
Accumulated deficit		(57,446	)		(95,476	)
Total stockholders’ deficit		(57,159	)		(99,480	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	106,510		$	235,450

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Year Ended December 31,
	2012			2013
Revenue:
Interest income	$	25,273		$	62,941
Gain on sales of loans		—			788
Other revenue		370			1,520
Gross revenue		25,643			65,249
Cost of revenue:
Provision for loan losses		12,469			26,570
Funding costs		8,294			13,419
Total cost of revenue		20,763			39,989
Net revenue		4,880			25,260
Operating expenses:
Sales and marketing		6,633			18,095
Technology and analytics		5,001			8,760
Processing and servicing		2,919			5,577
General and administrative		6,935			12,169
Total operating expenses		21,488			44,601
Loss from operations		(16,608	)		(19,341	)
Other (expense) income:
Interest expense		(88	)		(1,276	)
Warrant liability fair value adjustment		(148	)		(3,739	)
Total other (expense) income		(236	)		(5,015	)
Loss before provision for income taxes		(16,844	)		(24,356	)
Provision for income taxes		—			—
Net loss		(16,844	)		(24,356	)
Series A and Series B preferred stock redemptions		—			(5,254	)
Accretion of dividends on redeemable convertible preferred stock		(3,440	)		(7,470	)
Net loss attributable to common stockholders	$	(20,284	)	$	(37,080	)
Net loss per common share:
Basic and diluted	$	(8.54	)	$	(17.28	)
Pro forma, basic and diluted (unaudited)				$	(0.96	)
Weighted-average common shares outstanding:
Basic and diluted		2,375,220			2,146,013
Pro forma, basic and diluted (unaudited)					21,544,497

The accompanying notes are an integral part of these consolidated financial statements

F-4

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Deficit

Years Ended December 31, 2012 and 2013

(in thousands, except share data)

	Common Stock				Additional Paid-in Capital								Total Stockholders’ Deficit
	Shares		Amount				Accumulated Deficit			Treasury Stock
Balance—January 1, 2012		3,092,070	$	31	$	467	$	(37,162	)	$	(479	)	$	(37,143	)
Stock-based compensation		—		—		244		—			—			244
Exercise of warrants		10,388		—		6		—			—			6
Exercise of stock options		36,221		—		22		—			(4	)		18
Accretion of dividends on redeemable convertible preferred stock		—		—		—		(3,440	)		—			(3,440	)
Net loss		—		—		—		(16,844	)		—			(16,844	)
Balance—December 31, 2012		3,138,679	$	31	$	739	$	(57,446	)	$	(483	)	$	(57,159	)
Stock-based compensation		—		—		448		—			—			448
Redemption of preferred stock—Series A and B		—		—		—		(5,254	)		—			(5,254	)
Issuance of common stock warrant		—		—		45		—			—			45
Redemption of warrants		—		—		—		(950	)		—			(950	)
Exercise of stock options		613,603		7		382		—			—			389
Redemption of common stock		—		—		—		—			(5,173	)		(5,173	)
Accretion of dividends on redeemable convertible preferred stock		—		—		—		(7,470	)		—			(7,470	)
Net loss		—		—		—		(24,356	)		—			(24,356	)
Balance—December 31, 2013		3,752,282	$	38	$	1,614	$	(95,476	)	$	(5,656	)	$	(99,480	)

The accompanying notes are an integral part of these consolidated financial statements

F-5

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2012			2013
Cash flows from operating activities
Net loss	$	(16,844	)	$	(24,356	)
Adjustments to reconcile net loss to net cash provided by in operating activities:
Provision for loan losses		12,469			26,570
Depreciation and amortization		1,545			2,645
Amortization of debt issuance costs		1,068			2,184
Stock-based compensation		229			438
Debt discount		—			959
Preferred stock warrant issuance and warrant liability fair value adjustment		524			3,739
Common stock warrant issuance		—			45
Changes in operating assets and liabilities:
Other assets		(1,253	)		(143	)
Accounts payable		1,430			(570	)
Interest payable		286			(53	)
Accrued expenses and other liabilities		2,228			4,028
Originations of loans held for sale		—			(18,937	)
Sales of loans held for sale		—			17,514
Net cash provided by operating activities		1,682			14,063
Cash flows from investing activities
Change in restricted cash		(2,459	)		(5,647	)
Purchases of property, equipment and software		(1,843	)		(3,705	)
Capitalized internal-use software		(1,336	)		(2,093	)
Originations of term loans and lines of credit		(152,498	)		(380,357	)
Change in net deferred origination costs		197			(5,858	)
Repayments of term loans and lines of credit		98,806			238,253
Net cash used in investing activities		(59,133	)		(159,407	)
Cash flows from financing activities
Proceeds from exercise of stock options and warrants		24			389
Redemption of common stock and warrants		—			(6,123	)
Proceeds from the issuance of redeemable convertible preferred stock		4,675			49,717
Redemption of preferred stock		—			(6,282	)
Proceeds from the issuance of debt		166,677			216,860
Payments of debt issuance costs		(2,720	)		(2,071	)
Repayment of debt		(106,644	)		(109,862	)
Net cash provided by financing activities		62,012			142,628
Net increase (decrease) in cash and cash equivalents		4,561			(2,716	)
Cash and cash equivalents at beginning of year		2,825			7,386
Cash and cash equivalents at end of year	$	7,386		$	4,670
Supplemental disclosure of other cash flow information
Cash paid for interest	$	9,674		$	10,616
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internal-use software	$	15		$	10
Unpaid principal balance of term loans rolled into new originations	$	20,748		$	59,623
Conversion of debt to redeemable convertible preferred stock	$	—		$	8,959
Accretion of dividends on redeemable convertible preferred stock	$	3,440		$	7,470

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. Organization

On Deck Capital, Inc.’s (“OnDeck” and collectively with its subsidiaries “the Company”) principal activity is providing financing products to small businesses located throughout the United States, including term loans (typically three to twenty-four months in duration for $5,000-$250,000) and lines of credit. The Company uses technology and analytics to aggregate data about a business and then quickly and efficiently analyzes the creditworthiness of the business using the Company’s proprietary credit-scoring model.

OnDeck originates most of the loans in its portfolio and also purchases loans from Bank of Internet Federal Bank (“BofI”). OnDeck subsequently transfers most loans into one of its wholly owned subsidiaries. As of December 31, 2013, the Company has five wholly owned subsidiaries related to asset-backed revolving debt facilities that include: Small Business Asset Fund 2009 LLC (“SBAF”), Fund for ODC Receivables (“FOR”), SBLP II LLC (“SBLP II”), OnDeck Account Receivables Trust 2013-1 LLC (“ODART”) and On Deck Asset Company LLC (“ODAC”) (collectively, the “Subsidiaries”). FOR has been dormant since July 2, 2012. Subsidiaries acquire loans originated or purchased by OnDeck and hold them for the sole benefit of the lenders of each subsidiary. Each subsidiary has specific criteria for the loans that can be transferred into the entity, such as term, size and industry concentration.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of OnDeck and its wholly owned subsidiaries: SBAF, SBLP II, ODART, ODAC and FOR. All intercompany transactions and accounts have been eliminated in consolidation.

Unaudited Pro Forma Presentation

The Company intends to confidentially submit a Registration Statement on Form S-1 with the United States Securities and Exchange Commission (the “SEC”) for the proposed initial public offering (“IPO”) of shares of its common stock. Upon the consummation of the IPO, subject to certain requirements described in Note 8, all of the redeemable convertible preferred stock outstanding will convert into common stock and all preferred stock warrants outstanding will convert into common stock warrants.

The unaudited pro forma net loss per common share for the year ended December 31, 2013 assumes completion of the IPO and the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 20,549,165 shares of common stock as if such shares converted as of January 1, 2013 or at the time of issuance, if later.

The Company believes that the unaudited pro forma net loss per common share provides material information to investors because the conversion of the redeemable convertible preferred stock into common stock is expected to occur upon the closing of the Company’s IPO and, therefore, the disclosure of pro forma net loss per common share provides a measure of net loss per common share that is more comparable to what will be reported as a public company.

Reclassifications

Certain reclassifications have been made to the prior year amounts to conform to the current year presentation.

F-7

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Significant estimates include servicing assets/liabilities, the useful lives of long-lived assets, capitalizable software development costs, allowance for loan losses, valuation of warrants, valuation allowance for deferred tax assets and stock-based compensation expense. The Company bases its estimates on historical experience, current events and other factors it believes to be reasonable under the circumstances. These estimates and assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.

Comprehensive Loss

There are no significant items of comprehensive loss other than net loss for all periods presented.

Cash and Cash Equivalents

Cash and cash equivalents include checking, savings and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted cash represents funds held in demand deposit accounts as reserves on certain debt facilities and as collateral for BofI transactions. The Company has no ability to draw on the restricted accounts.

Loans and Loans Held for Sale

Loans

The Company originates term loans and lines of credit (collectively, “loans”) that are generally short term in nature, and require daily or weekly repayments. Through origination of loans the Company has the right to place a lien on the general assets of the customer by filing a UCC claim, which may not be perfected. Loans are carried at amortized cost, reduced by a valuation allowance for loan losses estimated as of the balance sheet dates. In accordance with Accounting Standards Codification (“ASC”) Subtopic 310-20, Nonrefundable Fees and Other Costs, the amortized cost of a loan is equal to the unpaid principal balance, plus net deferred origination costs. Additionally, when a term loan is originated in conjunction with the extinguishment of a previously issued term loan, management determines whether this is a new loan or a modification to an existing loan in accordance with ASC 310-20. If accounted for as a new loan, rather than a modification, any remaining unamortized net deferred costs are recognized when the new loan is originated. Net deferred origination costs are comprised of certain direct origination costs, net of all loan origination fees received. Direct origination costs in excess of loan origination fees received are included in the loan balance and amortized over the term of the loan using the effective interest method. Loan origination costs are limited to direct costs attributable to originating a loan, including commissions and personnel costs directly related to the time spent by those individuals performing activities related to loan origination.

Loan origination fees include fees charged to the borrowers that increase the loan’s effective interest yield and other fees charged related to origination. The Company has the ability and intent to hold these loans to maturity.

F-8

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Loans Held for Sale

In October 2013, the Company started a program whereby the Company originates and sells certain loans to third-party institutional investors and retains servicing rights. The Company sells whole loans to purchasers in exchange for a cash payment. Determination to hold or sell a loan is made within three days of initial funding. Loans held for sale are recorded at the lower of cost or market until the loans are sold. Cost of loans held for sale is inclusive of unpaid principal plus net deferred origination costs.

The Company evaluates whether a servicing asset or liability has been incurred. The Company estimates the fair value of the loan servicing asset or liability considering the contractual servicing fee revenue, adequate compensation for its servicing obligation, the non-delinquent principal balances of loans and projected servicing revenues over the remaining lives of the loans. As of December 31, 2012 and 2013, the Company serviced an unpaid principal amount of $0 and $16.0 million of term loans for others, respectively, and determined that no servicing asset or liability is necessary.

Allowance for Loan Losses

The allowance for loan losses (“ALLL”) is established through periodic charges to the provision for loan losses. Loan losses are charged against the ALLL when management believes that the future collection of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL.

The Company evaluates the creditworthiness of its portfolio on a pooled basis, due to its composition of small, homogenous loans with similar general credit risk characteristics and diversified among variables including industry and geography. The Company uses a proprietary forecast loss rate at origination for new loans that have not had the opportunity to make payments when they are first funded. The allowance is subjective as it requires material estimates, including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, seasonality, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond management’s control. Any combination of the aforementioned factors may adversely affect the Company’s loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for credit losses, which could impact future periods. In the opinion of management, the Company has provided adequate allowances to absorb probable credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date.

Accrual for Unfunded Loan Commitments and Off-Balance Sheet Credit Exposures

In September 2013, the Company introduced a line of credit product. The Company estimates probable losses on unfunded loan commitments similarly to the ALLL process and includes the calculated amount in accrued expenses and other liabilities. The Company believes the accrual for unfunded loan commitments is sufficient to absorb estimated probable losses related to these unfunded credit facilities. The determination of the adequacy of the accrual is based on evaluations of the unfunded credit facilities, including an assessment of the probability of commitment usage, credit risk factors for lines of credit outstanding to these customers and the terms and expiration dates of the unfunded credit facilities. As of December 31, 2013, the Company’s off-balance sheet credit exposure related to the undrawn line of credit balances was $2.2 million. The accrual for unfunded loan commitments was $13,000. Net adjustments to the accrual for unfunded loan commitments are charged to the provision for loan losses.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Accrual for Third-Party Representations

As a component of the loan sale agreements, the Company has made certain representations to third parties that purchase loans. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans, such as delinquent/fraudulent loan repurchase obligations or excess loss indemnification obligations, would be accrued if probable and estimable in accordance with ASC 450, Contingencies. There are no restricted assets related to these agreements. As of December 31, 2012 and 2013, the Company has not incurred any significant losses and has no estimable and probable obligations requiring accrual.

Nonaccrual Loans, Restructured Loans and Charged Off Loans

The Company considers a loan to be delinquent when the daily or weekly payments are one day past due. The Company stops recognizing interest income on loans that are delinquent and non-paying. Loans are returned to accrual status if they are brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in management’s judgment, will continue to make periodic principal and interest payments as scheduled.

As part of its effort to maximize receipts, the Company may agree to revised payment plans with certain borrowers who have experienced or are expected to experience difficulty in meeting the loan’s contractually required payments. The Company’s loan revision policy only allows for delays in payment. Management evaluates the significance of the modifications compared to original terms. To date, all modifications have been insignificant relative to the loans.

After the 90th day of delinquency, the Company will make an initial assessment of whether an individual loan should be charged off based on payment status and information gathered through collection efforts. A loan is charged off when the Company determines it is probable that it will be unable to collect all of the originally scheduled principal payments according to the contractual terms of the original loan agreement.

Deferred Debt Issuance Costs and Debt

The Company borrows from various lenders to finance its lending activities and general corporate operations. Costs incurred in connection with financing, such as banker fees, origination fees and legal fees, are classified by management as deferred debt issuance costs. Management capitalizes these costs and amortizes them over the expected life of the related financing agreements using the effective interest method. The related fees are expensed immediately upon early extinguishment of the debt; in a debt modification, the initial issuance costs and any additional fees incurred as a result of the modification are deferred over the term of the new agreement.

Interest expense and amortization of deferred debt issuance costs incurred on debt used to fund loan originations are recorded as funding costs in the consolidated statements of operations and calculated using the effective interest yield method. Interest expense and amortization of deferred debt issuance costs incurred on debt used to fund general corporate operations are recorded as interest expense, a component of other expense, in the consolidated statements of operations and calculated using the effective interest yield method.

Property, Equipment and Software

Property, equipment and software consists of computer and office equipment, purchased software, capitalized internal-use software costs and leasehold improvements. Property, equipment and software are stated at cost less accumulated depreciation and amortization. Computer and office equipment and purchased software are depreciated

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the terms of the respective leases or the estimated lives of the improvements.

In accordance with ASC subtopic 350-40, Internal-Use Software, the costs to develop software for the Company’s website and other internal uses are capitalized beginning when the preliminary project stage is completed, management has authorized funding and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized internal-use software costs primarily include salaries and payroll-related costs for employees directly involved in the development efforts, software licenses acquired and fees paid to outside consultants.

Software development costs incurred prior to meeting the criteria for capitalization and costs incurred for training and maintenance are expensed as incurred. Certain upgrades and enhancements to existing software that result in additional functionality are capitalized. Capitalized software development costs are amortized using the straight-line method over their expected useful lives, generally three years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable. Recoverability of the long-lived asset is measured by comparing the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated. If such assets are not recoverable, the impairment to be recognized is measured as the excess carrying amount. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. During 2012 and 2013, no impairments of long-lived assets were deemed necessary.

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock is redeemable at the option of the holder after the passage of time and, therefore, has been classified outside of permanent equity in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 3C, Redeemable Preferred Stock. The Company makes periodic accretions to the carrying amount of the redeemable convertible preferred stock so that the carrying amount will equal the redemption amount at the earliest redemption date, February 25, 2019. When preferred stock warrants are exercised for shares of redeemable convertible preferred stock and the fair value of the redeemable preferred stock on the date of exercise of the warrants is more than the redemption amount of the preferred stock, the carrying amount of the preferred stock is recorded at its fair value on the date of issuance on the balance sheet.

Preferred Stock Warrants

The Company issues warrants for certain series of its redeemable convertible preferred stock to third parties in connection with certain agreements. As the warrant holders have the right to demand their preferred shares to be settled in cash after the passage of time, the Company records the warrants as liabilities. The Company values the warrants at each balance sheet date using the Black-Scholes-Merton Option Pricing Model. Any change in warrant value is recorded through a warrant liability fair value adjustment in the consolidated statements of operations.

The fair value of warrants issued in association with new debt agreements is treated as a debt discount and reduces the initial carrying value of the related debt. The discount is amortized as interest expense and is accreted to the note carrying value using the effective interest method over the term of the notes. The fair value of warrants issued in association with consulting agreements and banking arrangements is treated as consulting expense and bank fees, respectively, and are recorded as an operating expense in the statements of operations. Agreements and arrangements with periods of performance are amortized over the contractual period of the services.

F-11

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Revenue Recognition

Interest Income

The Company generates revenue primarily through interest and origination fees earned on loans originated and held to maturity.

The Company recognizes interest and origination fee revenue over the terms of the underlying loans using the effective interest method on unpaid principal amounts. Origination fees collected but not yet recognized as revenue are netted with direct origination costs and recorded as a component of loans in the consolidated balance sheets.

Borrowers who elect to prepay term loans are required to pay interest and fees that would have been assessed had the loans been repaid over their original terms. As a result, revenue recognition is not impacted by estimates for prepayments.

Gain on Sales of Loans

In October 2013, the Company started a program whereby the Company originates and sells certain loans to third-party purchasers and retains servicing rights. The Company accounts for the loan sales in accordance with ASC Topic 860, Transfers and Servicing. In accordance with this guidance, a transfer of a financial asset, a group of financial assets, or a participating interest in a financial asset is accounted for as a sale if all of the following conditions are met:

1. The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors.

2. The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets.

3. The transferor does not maintain effective control of the transferred assets.

For the year ended December 31, 2013, all sales met the requirements for sale treatment under the guidance for Transfers and Servicing. The Company records the gain or loss on the sale of a loan at the sale date in an amount equal to the proceeds received less outstanding principal and net deferred origination costs.

Other Revenue

The Company retains servicing rights on sold loans and recognizes servicing revenue on current outstanding loan principal balances of the sold loans as a component of other revenue. In accordance with ASC Topic 860, Transfers and Servicing of Financial Assets, the Company has not recognized a servicing asset or liability as the benefits of servicing are just adequate to compensate the Company for its servicing responsibilities. Other revenue also includes marketing fees earned from our bank partners, which are recognized as the related services are provided, and monthly fees charged to customers for the Company’s line of credit products.

Stock-Based Compensation

In accordance with ASC Topic 718, Compensation—Stock Compensation, all stock-based compensation made to employees is measured based on the grant-date fair value of the awards and recognized as compensation expense on a straight-line basis over the period during which the option holder is required to perform services in exchange for the award (the vesting period). The Company uses the Black-Scholes-Merton Option Pricing Model to estimate

F-12

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

the fair value of stock options. The use of the option valuation model requires subjective assumptions, including the fair value of the Company’s common stock, the expected term of the option and the expected stock price volatility based on peer companies. Additionally, the recognition of stock-based compensation expense requires an estimation of the number of options that will ultimately vest and the number of options that will ultimately be forfeited.

Advertising Costs

Advertising costs are expensed as incurred and are included in the sales and marketing line item in the consolidated statements of operations. For the years ended December 31, 2012 and 2013, advertising costs totaled $1.2 million and $7.2 million, respectively.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are recorded to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized.

Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2012 and 2013.

The Company files income tax returns in the United States for federal and various state jurisdictions. The Company is no longer subject to U.S. federal, state, and local income tax examinations for years prior to 2010, although carryforward attributes that were generated prior to 2010 may still be adjusted upon examination by the Internal Revenue Service if used in a future period. No income tax returns are currently under examination by taxing authorities.

Fair Value Measurement

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

Level 1: Quoted prices in active markets or liabilities in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for assets or liabilities for which there is little or no market data, which require the Company to develop its own assumptions. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include the

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

use of option pricing models, discounted cash flows, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Basic and Diluted Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. The Company computes net loss per common share using the two-class method required for participating securities. The Company considers all series of redeemable convertible preferred stock to be participating securities due to their cumulative dividend rights. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings, are subtracted from net income or loss to determine total undistributed earnings or losses to be allocated to common stockholders. All participating securities are excluded from basic weighted-average common shares outstanding.

Diluted net loss per common share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” or “if converted” methods, as applicable. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of common shares outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, warrants and convertible preferred stock. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the “if converted” method when calculating diluted earnings per share in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two-class or “if converted”) as its diluted net income per share during the period. Due to net losses for the years ended December 31, 2012 and 2013, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.

Recently Adopted Accounting Pronouncements

Effective January 1, 2012, the Company adopted FASB ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends ASC Topic 820, Fair Value Measurement. The amended guidance changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The adoption of these provisions resulted in additional disclosures in the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which amends ASC Topic 740, Income Taxes. ASU 2013-11 requires entities to present unrecognized tax benefits as a liability and not combine it with deferred tax assets to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date. This accounting standard will be effective for the Company beginning January 1, 2014. The adoption of these provisions is not expected to have a significant impact on the Company’s consolidated financial statements.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This accounting standard is effective for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact this accounting standard will have on its consolidated financial statements.

3. Net Loss Per Common Share

Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):

	Year Ended December 31,
	2012			2013
Numerator:
Net loss	$	(16,844	)	$	(24,356	)
Less: Series A and B preferred stock redemptions		—			(5,254	)
Less: Accretion of dividends on the redeemable convertible preferred stock		(3,440	)		(7,470	)
Net loss attributable to common stockholders	$	(20,284	)	$	(37,080	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		2,375,220			2,146,013
Net loss per common share, basic and diluted	$	(8.54	)	$	(17.28	)

Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

	Year Ended December 31,
	2012		2013
Anti-Dilutive Common Share Equivalents
Redeemable convertible preferred stock:
Series A		2,976,680		2,219,331
Series B		5,423,361		5,377,631
Series C		4,867,769		4,867,769
Series C-1		850,556		850,556
Series D		—		7,233,878
Warrants to purchase redeemable convertible preferred stock		696,884		696,884
Warrants to purchase common stock		2,221,817		2,028,533
Stock options		3,171,396		3,907,485
Total anti-dilutive common share equivalents		20,208,463		27,182,067

Pro Forma Net Loss Per Common Share (unaudited)

The numerator and denominator used in computing pro forma net loss per common share for the year ended December 31, 2013 have been adjusted to assume the conversion of all outstanding shares of redeemable

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

convertible preferred stock to common stock as of the beginning of the period or at the time of issuance, if later, with the exception of redeemable convertible preferred stock redeemed during the year and therefore excluded from the numerator. The adjustment also assumes the reclassification of the outstanding warrant liabilities to additional paid-in capital as of the beginning of the period. Pro forma net loss per share does not give effect to potential dilutive securities where the impact would be anti-dilutive.

The following table presents the calculation of pro forma basic and diluted net loss per common share (in thousands, except share and per share data) for the year ended December 31, 2013:

	Year ended December 31, 2013
Numerator:
Net loss attributable to common shareholders	$	(37,080	)
Plus: accretion of dividends on redeemable convertible preferred stock		7,470
Plus: changes in fair value of the preferred stock warrant liabilities		3,739
Pro forma numerator for basic and diluted loss per share	$	(25,871	)
Denominator:
Denominator for basic and diluted net loss per share—weighted average shares		2,146,013
Plus: conversion of redeemable convertible preferred stock to common stock—weighted average shares(1)		19,398,484
Pro forma denominator for basic and diluted loss per share—weighted average shares		21,544,497
Pro forma basic and diluted loss per share	$	(1.20	)

(1) The weighted average shares of redeemable convertible preferred stock converted to common stock as of December 31, 2013:

	Total shares outstanding		Weighted Average Shares Outstanding
Series A - Series C-1 (issued prior to January 1, 2013)		13,315,287		13,315,287
Series D (first round issued February 7, 2013)		5,190,058		4,649,723
Series D (second round issued April 7, 2013)		2,043,820		1,433,474
Total redeemable convertible preferred stock converted to common stock		20,549,165		19,398,484

4. Interest Income

Interest income was comprised of the following components for the year ended December 31 (in thousands):

	2012		2013
Interest on unpaid principal balance	$	15,082	$	51,706
Amortization of net deferred origination costs		10,191		11,235
Total interest income	$	25,273	$	62,941

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

5. Loans, Allowance for Loan Losses and Loans Held for Sale

Loans consisted of the following as of December 31 (in thousands):

	2012		2013
Term loans	$	90,276	$	213,570
Lines of credit		—		2,396
Total unpaid principal balance		90,276		215,966
Net deferred origination costs		699		6,555
Total loans	$	90,975	$	222,521

The activity in the allowance for loan losses for the years ended December 31, 2012 and 2013 consisted of the following (in thousands):

	2012			2013
Balance at January 1	$	3,662		$	9,288
Provision for loan losses		12,469			26,570
Loans charged off		(6,881	)		(17,651	)
Recoveries of loans previously charged off		38			1,236
Allowance for loan losses at December 31	$	9,288		$	19,443

OnDeck originates most of the loans in its portfolio and also purchases loans from issuing bank partners. Purchases of financing receivables for the years ended December 31, 2012 and 2013 were $36.6 million and $73.5 million, respectively.

In 2013, the Company began selling previously charged-off loans to a third-party debt collector. The proceeds from these sales are recorded as a component of the recoveries of loans previously charged off.

Below is a table that illustrates the loan balance related to non-delinquent, paying and non-paying delinquent loans and the corresponding allowance for loan losses as of December 31, 2012 and 2013 (in thousands):

	2012		2013
	Unpaid Principal Balance		Unpaid Principal Balance
Non-delinquent loans	$	77,862	$	191,849
Delinquent: paying (accrual status)		8,139		17,473
Delinquent: non-paying (non-accrual status)		4,275		6,644
Total	$	90,276	$	215,966

The balance of the allowance for loan losses for non-delinquent loans was $3.7 million and $9.8 million as of December 31, 2012 and December 31, 2013, respectively, while the balance of the allowance for loan losses for delinquent loans was $5.6 million and $9.6 million as of December 31, 2012 and December 31, 2013, respectively.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table shows an aging analysis of term loans by delinquency status as of December 31, 2012 and 2013 (in thousands):

	2012		2013
By delinquency status:
Non-delinquent loans	$	77,862	$	191,849
1-14 calendar days past due		4,358		7,658
15-29 calendar days past due		3,059		4,237
30-59 calendar days past due		2,253		5,206
60-89 calendar days past due		1,756		3,648
90 + calendar days past due		988		3,368
Total unpaid principal balance	$	90,276	$	215,966

Loans Held for Sale

Loans held for sale consisted of the following as of December 31 (in thousands):

	2012		2013
Loans held for sale	$	—	$	1,320
Net deferred origination costs		—		103
Loans held for sale, net	$	—	$	1,423

6. Property, Equipment and Software, net

Property, equipment and software, net, consisted of the following as of December 31 (in thousands):

	Estimated Useful Life		2012			2013
Computer/office equipment		36 months	$	1,169		$	2,419
Capitalized internal-use software		36 months		5,243			7,628
Leasehold improvements		Life of lease		1,528			3,702
Total property, equipment and software, at cost				7,940			13,749
Less accumulated depreciation and amortization				(3,935	)		(6,580	)
Property, equipment and software, net			$	4,005		$	7,169

Amortization expense on capitalized internal-use software costs was $1.0 million and $1.2 million for the years ended December 31, 2012 and 2013, respectively, and is included in accumulated depreciation and amortization in the consolidated statements of operations.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

7. Debt

The following table summarizes the Company’s outstanding debt as of December 31, 2012 and December 31, 2013:

Description	Type		Maturity Date	Interest Rate			December 31, 2012		December 31, 2013
							(in thousands)
Funding Debt:
SBLP II Agreement		Revolving	July 2014		7.8	%	$	58,072	$	84,990
ODART Agreement		Revolving	August 2015		4.7	%		—		52,253
ODAC Agreement		Revolving	October 2015		8.4	%		—		24,374
SBAF Agreement		Revolving	Ongoing		8.6	%		10,283		18,680
LH Agreement		Revolving	December 2014 Extinguished August 2013		16.0	%		10,652		—
SF Agreement		Revolving	December 2014 Extinguished August 2013		16.0	%		17,290		—
SSL&SA		Revolving	July 2014		16.0	%		—		8,000
								96,297		188,297
Corporate Debt:
Square 1 Agreement		Revolving	September 2015		5.0	%		—		15,000
Convertible Note		Convertible Note	March 2015 Extinguished February 2013		6.0	%		8,000		—
							$	104,297	$	203,297

In April 2009, and as subsequently amended, SBAF entered into a Loan and Security Agreement (the “SBAF Agreement”) with certain lenders and Deutsche Bank Trust Company Americas as collateral agent. All assets of SBAF are pledged as collateral for the outstanding principal. Interest is accrued monthly at variable rates that, as of December 31, 2013, range from 8% to 13% per annum. Principal plus any reinvested interest is repaid in 12 equal monthly installments.

In March 2010, FOR entered into a revolving credit agreement (the “FOR Agreement”) with Fortress Credit Co LLC (“Fortress”). The FOR Agreement was terminated on July 2, 2012 and the aggregate amount outstanding of $28.8 million was paid at that time. The modification of the FOR Agreement was done in connection with the commencement of the SBLP II Agreement and is described further below. As of December 31, 2013, there were no amounts payable.

In July 2012, and as subsequently amended, SBLP II entered into a $100 million revolving credit agreement (the “SBLP II Agreement”) with Goldman Sachs Bank USA (“Goldman Sachs”) and Fortress. Each lender advances up to 85% of the principal of loans sold to SBLP II. All assets and stock of SBLP II are pledged as collateral for the outstanding principal. Interest is accrued equal to the applicable margin plus the base rate (2.25% floor) or Daily LIBOR (1.25% floor), depending on the type of loan. The average interest rate at December 31, 2013 was 7.75% per annum. Interest and principal are paid monthly. As of December 31, 2013, the SBLP II Agreement had available funds of $15 million. As of December 31, 2012, prior to the 2013 amendment that increased the revolving credit amount from $80 million to $100 million, the SBLP II Agreement had available funds of $21.9 million.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In July 2012, and as subsequently amended, the Company entered into loan and security agreements (the “LH and SF Agreements”) with Lighthouse Capital Partners VI, L.P. (“Lighthouse Capital”) and certain entities, including SF Capital Investments, LP and SF Capital Partners, LP (collectively, to the extent of their participation referred to as “SF Capital”.) Lighthouse Capital advanced $10.8 million and SF Capital advanced $17.5 million to the Company. The LH and SF Agreements called for interest only payments until January 2014. The LH and SF Agreements were terminated on August 7, 2013 at which time the amounts outstanding of $8.3 million and $9 million were paid to Lighthouse Capital and SF Capital, respectively. The extinguishment of the LH and SF Agreements were done in connection with the commencement of the SSL&SA and Square 1 Agreement, which are further described below.

In December 2012, the Company issued to SAP Ventures Fund I Holdings, LLC and RRE Ventures IV LP an $8 million convertible note (the “Convertible Note”) bearing interest at 6%. The Convertible Note contained a provision to automatically convert the principal and any accrued interest into Series D convertible redeemable preferred stock (Series D) at a 10% discount provided (i) the initial issuance of Series D closed prior to 120 days following the date of the note and (ii) net proceeds from the issuance were in excess of $20 million. The Convertible Note was accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options, and ASC Topic 815, Derivatives and Hedging. On February 7, 2013, the Company closed a qualifying sale of Series D causing the note to convert automatically into 1,077,035 shares of Series D for a value of $9 million of which $8 million extinguished the note payable and $1 million was recorded as interest expense. See Note 9 for further discussion of the Series D transaction. As of December 31, 2012, the Convertible Note had an outstanding balance of $8 million.

In August 2013, and as subsequently amended, the Company entered into an $8 million senior subordinated loan and security agreement (the “SSL&SA”) with certain entities included in SF Capital. Substantially all assets of OnDeck are pledged as collateral. The SSL&SA calls for interest only payments at 16% and principal due upon maturity on July 3, 2014.

In August 2013, the Company entered into a $15 million loan and security agreement with Square 1 Bank (the “Square 1 Agreement”). Substantially all assets of OnDeck are pledged as collateral. Interest only payments based on the prime rate plus 1.5% (5% floor) are made until maturity on September 7, 2015 at which time all principal is due. At December 31, 2013, the average interest rate was 5%.

In August 2013, ODART entered into an $111.8 million revolving credit agreement (the “ODART Agreement”) with Deutsche Bank AG (“Deutsche Bank”), Key Equipment Finance, Inc. (“Key Bank”) (collectively “Class A”) and ODBL III LLC, a subsidiary of Waterfall Asset Management (“WAM”) (“Class B”). Lenders advance up to 95% of the principal of loans sold to ODART. Of the total available credit, Deutsche Bank allows for $75 million Class A commitments, Key Bank allows for $25 million Class A commitments and WAM allows for $11.8 million Class B commitments. All assets and stock of ODART are pledged as collateral for the outstanding principal. Class A commitments bear interest at cost of funds rate plus 4.25%, which approximated 4.4% at December 31, 2013. Class B commitments bear interest at 8% plus the greater of 1% or LIBOR, which approximated 9% at December 31, 2013. Principal and interest are paid monthly. The facility matures on August 16, 2015. As of December 31, 2013, the ODART Agreement had an outstanding balance of $52.3 million, with Class A and Class B available funds of $53.2 million and $6.3 million, respectively.

In October 2013, ODAC entered into a $25 million revolving credit agreement (the “ODAC Agreement”) with WAM. The lender advances up to 95% of the principal of loans sold to ODAC. All assets and stock of ODAC are pledged as collateral for the outstanding principal. Interest accrues at LIBOR plus 8.25%. Principal and interest are paid monthly. The facility matures on October 23, 2015. As of December 31, 2013, the ODAC Agreement had available funds of $0.6 million.

F-20

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2013, the Company is in compliance with all financial covenants required per the above agreements, as amended.

The Company capitalized $2.7 million and $2.1 million of deferred debt issuance costs and amortized $1 million and $2.1 million during the years ended December 31, 2012 and 2013, respectively. The Company is amortizing the deferred debt issuance costs over the expected life of the debt agreements using the interest method and has included amortization in interest expense in the consolidated statements of operations.

8. Warrant Liability

In conjunction with certain debt agreements, the Company issued warrants to purchase shares of Series B redeemable convertible preferred stock (“Series B warrants”) and Series C-1 redeemable convertible preferred stock (“Series C-1 warrants”). As of December 31, 2013, the holders were entitled to purchase 254,220 shares of Series B at a price of $2.9502 per share and 442,664 shares of Series C-1 at a price of $5.5258 per share. The warrants are exercisable upon vesting through the earlier of ten years after issuance (various dates through December 12, 2022), or two years after automatic conversion to warrants to purchase common stock upon closing a qualified initial public offering (a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40 million of gross proceeds, net of the underwriting discount and commissions, to the Company, a “Qualified IPO”). The warrants are classified as liabilities in the accompanying consolidated balance sheets and adjusted to fair value each period because they are currently exercisable into redeemable securities. For the years ended December 31, 2012 and 2013, changes in the fair value of the warrants were recognized in the consolidated statements of operations as warrant liability fair value adjustment.

9. Redeemable Convertible Preferred Stock

The following table summarizes the price per share and authorized number of shares of redeemable convertible preferred stock as of December 31:

	Original Issue Price per Share		Number of Shares Authorized
Series Name			2012		2013
Series A	$	0.72900		2,976,680		2,976,680
Series B		2.95020		5,677,581		5,677,581
Series C		4.20000		4,867,769		4,867,769
Series C-1		5.52580		1,500,000		1,500,000
Series D		8.31775		—		7,233,878

Series A, Series B, Series C, Series C-1 and Series D redeemable convertible preferred stock are collectively referred to as the “preferred stock” and individually as the “Series A”, “Series B”, “Series C”, “Series C-1” and “Series D.” Each of the prices per share is referred to as the original issue price and excludes the cost of issuance. Any costs incurred in connection with the issuance of various classes of the preferred stock have been recorded as a reduction of the carrying amount. The Company may issue and redeem preferred stock from time to time in one or more series. Any shares of preferred stock that are redeemed, purchased, or acquired by the Company may be reissued, except as restricted by law or contract.

F-21

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the number of shares of preferred stock outstanding as of December 31, 2012 and 2013 by original issuance dates:

		Number of Shares Outstanding
Series Name	Issuance Date	December 31, 2012		December 31, 2013
Series A	August 11, 2006		1,474,622		1,390,448
Series A	October 27, 2006		857,339		573,539
Series A	February 14, 2007		644,719		255,344
Total Series A			2,976,680		2,219,331
Series B	December 3, 2007		2,932,005		2,886,275
Series B	April 2, 2008		169,480		169,480
Series B	May 9, 2008		288,116		288,116
Series B	February 4, 2009		84,740		84,740
Series B	March 18, 2009		1,883,473		1,883,473
Series B	March 19, 2009		65,547		65,547
Total Series B			5,423,361		5,377,631
Series C	December 20, 2010		3,534,435		3,534,435
Series C	April 6, 2011		1,333,334		1,333,334
Total Series C			4,867,769		4,867,769
Total Series C-1	January 26, 2012		850,556		850,556
Series D	February 7, 2013		—		5,190,058
Series D	April 19, 2013		—		2,043,820
Total Series D			—		7,233,878

The following table presents a summary of activity for the preferred stock issued and outstanding for the years ended December 31, 2012 and 2013 (in thousands):

	Series A			Series B			Series C		Series C-1		Series D		Total Amount
Balance, January 1, 2012	$	3,076		$	20,558		$	21,477	$	—	$	—	$	45,111
Issuance of preferred stock		—			—			—		4,675		—		4,675
Accretion of dividends on preferred stock		174			1,280			1,636		350		—		3,440
Balance, December 31, 2012		3,250			21,838			23,113		5,025		—		53,226
Redemption of preferred stock(1)		(835	)		(193	)		—		—		—		(1,028	)
Issuance of preferred stock(2)		—			—			—		—		58,675		58,675
Accretion of dividends on preferred stock		144			1,273			1,636		376		4,041		7,470
Balance, December 31, 2013	$	2,559		$	22,918		$	24,749	$	5,401	$	62,716	$	118,343

(1) During 2013, the Company redeemed 757,349 shares of Series A and 45,730 shares of Series B stock held by investors. The differential between the redemption price and the carrying value of the shares of $5.3 million was charged to accumulated deficit in accordance with accounting for distinguishing liabilities from equity.

(2) Includes the conversion of the Convertible Note (refer to Note 7).

F-22

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Dividends

Each series of preferred stock contains a cumulative dividend rate of 8% per share. No dividends were declared as of December 31, 2012 and 2013 or through the date of issuing these financial statements. Cumulative dividends are payable in the event of redemption. In addition to the preferential cumulative dividends, holders of preferred stock are entitled to receive, on an if-converted basis, any declared or paid dividends on the Company’s common stock.

Conversion

Each share of redeemable convertible preferred stock is convertible, at the option of the holder, into one share of common stock (subject to adjustments for events of dilution). Mandatory conversion will occur in the following situations:

Series D—The earlier of the closing of the sale of shares of common stock to the public at a price of at least two (2) times the Series D original issue price per share (subject to appropriate adjustment for stock splits), in a Qualified IPO, or a date specified by vote or written consent of the holders of at least sixty-seven percent (67%) of the Series D then outstanding.

Series C and Series C-1—Upon the closing of a Qualified IPO.

Series B—The earlier of the closing of a Qualified IPO, or a date specified by vote or written consent of the holders of at least sixty-seven percent (67%) of the Series B then outstanding.

Series A—The earlier of the closing of a Qualified IPO, or a date specified by vote or written consent of the holders of at least seventy percent (70%) of the Series A then outstanding.

Preferred Stock (all series)—Upon vote or written consent of at least sixty-seven percent (67%) of the outstanding shares of all series, eighty percent (80%) of Series C shares and sixty-seven percent (67%) of Series D shares.

Liquidation

In the event of any liquidation, dissolution, merger or consolidation (resulting in the common and preferred stockholders’ loss of majority), disposition or transfer of assets, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), and after all declared dividends have been paid, holders of certain series of preferred stock are entitled to participate in the distribution of remaining Company assets along with common stockholders at a rate equal to the following:

Series D—If liquidation occurs within twenty-four months of the Series D issuance, the Series D holders are entitled to an original issue multiplier ranging from 1.50—2.00 times the original issue price.

Series C—The Series C holders are entitled to an original issue price multiplier of 2.00 times the original issue price.

Series A—The Series A holders are entitled to an original issue price multiplier of 2.00 times the original issue price.

Series B and Series C-1—The Series B and Series C-1 holders do not have a multiplier in their preferential treatment in the distribution of remaining assets.

Redemption Rights

Each series of preferred stock is redeemable at the election of its holders, within sixty days after the receipt of a written request from at least a majority of the holders of the outstanding shares of the respective series of

F-23

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

preferred stock and at an earliest possible preferred stock redemption date of February 25, 2019, as amended. The redemption price is equal to any unpaid cumulative dividends and other dividends plus the original issue price.

Voting Rights

The Series A, Series B, and Series D holders each have the right to elect one member of the board of directors (the “Board”). The Series C holders have the right to elect two members of the Board. For voting purposes, the number of votes per holder is equal to the number of shares of common stock into which the shares of preferred stock are convertible. The Series C-1 holders do not have Board designation rights.

10. Stockholders’ Deficit

Common Stock

At December 31, 2013, the Company had reserved a total of 27,943,493 of its authorized 31,964,661 shares of common stock for future issuance as follows:

Reservation	Number of Shares Reserved at December 31, 2013
Conversion of preferred stock		21,452,829
Outstanding stock options		3,907,485
Outstanding common stock warrants		2,028,533
Possible future issuance under stock option plans		554,646
Total common stock reserved for future issuance		27,943,493

During 2013, the Company repurchased 644,548 shares of common stock held by investors at a total value of $5.0 million. In connection with this transaction, the Company also redeemed 133,309 common stock warrants that resulted in an increase in accumulated deficit of $0.9 million.

In May 2013, the Company repurchased 139,652 options of a former member of OnDeck management at a price above the strike price of the options. The net cost of $1 million is recorded as compensation expense and is included in general and administrative in the consolidated statement of operations.

During 2013, the Company redeemed 118,000 shares of common stock held by employees at a total cost of $0.9 million of which the amount paid in excess of fair value was recorded as compensation expense and is included in general and administrative in the consolidated statement of operations.

F-24

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

11. Income Tax

The Company’s financial statements include a total income tax expense of $0 on net losses of $16.9 million and $24.4 million for the years ended December 31, 2012 and 2013, respectively. A reconciliation of the difference between the provision for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows for the years ended December 31:

	2012			2013
Federal statutory rate		34.0	%		34.0	%
Effect of:
Change in valuation allowance		(40.6	)%		(36.7	)%
Federal effect of change in state and local tax valuation allowance		6.7	%		6.3	%
Permanent items		(0.1	)%		(3.6	)%
Income tax provision effective rate		0.0	%		0.0	%

The significant components of the Company’s deferred tax asset were as follows as of December 31 (in thousands):

	2012			2013
Deferred tax assets relating to:
Net operating loss carryforwards	$	14,493		$	18,686
Loan loss reserve		3,581			7,684
Property, equipment and software		154			458
Deferred rent		—			386
Miscellaneous items		1			2
Total gross deferred tax assets		18,229			27,216
Deferred tax liabilities:
Internally developed software		642			908
Deferred issuance costs		321			109
Total gross deferred tax liabilities		963			1,017
Deferred assets less liabilities		17,266			26,199
Less: valuation allowance		(17,266	)		(26,199	)
Net deferred tax asset	$	—		$	—

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and planned tax strategies in making this assessment. Based upon the level of historical losses and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences in the future. Therefore, the Company has recorded a full valuation allowance on its net deferred tax asset.

Net operating loss carryforwards for federal income tax purposes were approximately $37.6 million and $47.5 million at December 31, 2012 and 2013, respectively, and, if not utilized, will expire at various dates

F-25

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

beginning in 2027. State net operating loss carryforwards were $37.5 million and $47.2 million at December 31, 2012 and 2013, respectively. Net operating loss carryforwards and tax credit carryforwards reflected above may be limited due to historical and future ownership changes.

12. Fair Value of Financial Instruments

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, loans receivable, loans held for sale and accounts payable and other accrued liabilities, approximate Level 3 fair value due to their short-term nature. The carrying value of the Company’s financing obligations approximates fair value, considering the borrowing rates currently available to the Company for financing obligations with similar terms and credit risks.

There were no transfers between levels for the years ended December 31, 2012 and 2013.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories, as of December 31, 2012 and 2013 (in thousands).

	December 31, 2012
Description	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability(1)	$	—	$	—	$	707	$	707
Total liabilities	$	—	$	—	$	707	$	707
	December 31, 2013
Description	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability(1)	$	—	$	—	$	4,446	$	4,446
Total liabilities	$	—	$	—	$	4,446	$	4,446

(1) The Company’s warrant liability (Note 8) is classified within Level 3 because the liabilities are valued using significant unobservable inputs. The Company uses a Black-Scholes-Merton Option Pricing Model and various inputs and assumptions based on the contractual agreements for the warrants to determine fair value at issuance and subsequent measurements. Estimates of the volatility for the option pricing model were based on the asset volatility of common stock of a group of comparable, publicly-traded companies. Estimates of expected term were based on the remaining contractual period of the warrants.

A hypothetical increase or decrease in assumed asset volatility of 10% would result in a decrease of approximately 9% or an increase of approximately 20%, respectively, in the fair value of the warrants. In the consolidated statements of operations, changes in fair value are included in warrant liability fair value adjustment.

F-26

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The following table presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31 (in thousands):

	2012		2013
Warrant liability balance at January 1	$	183	$	707
Issuance of warrants at fair value		376		—
Change in fair value		148		3,739
Warrant liability balance at December 31	$	707	$	4,446

13. Related Parties

During April and May 2013, OnDeck entered into stock redemption agreements with certain Series A and B preferred stockholders. Per the agreements, OnDeck redeemed 757,349 shares of Series A for $5.9 million and 47,730 shares of Series B for $0.4 million.

From time to time, the Company issues warrants in connection with new debt agreements. These features have resulted in certain notes payable being due to related parties holding common stock and common or preferred stock warrants of the Company.

14. Stock-Based Compensation

The Company maintains the Amended and Restated 2007 Stock Option Plan, pursuant to which the Company has authorized 5,338,562 shares of its common stock for issuance to its employees, directors and non-employee third parties. The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by the Compensation Committee of the Board (the “Committee”). Stock options are granted at exercise prices defined by the Committee but, historically, have been equal to the fair market value of the Company’s common stock at the date of grant. As of December 31, 2013, the Company had 554,646 shares allocated to the plan but not yet issued. The options typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an additional three-year period. The options expire ten years from the grant date or, for terminated employees, 90 days after the employee’s termination date. Compensation expense for the fair value of the options at their grant date is recognized ratably over the vesting period.

Stock-based compensation expense related to stock options is allocated to operating expenses in the consolidated statements of operations and for the years ended December 31, 2012 and 2013 was $0.2 million and $0.4 million, respectively.

The Company values stock options using the Black-Scholes-Merton Option-Pricing Model, which requires the input of subjective assumptions, including the risk-free interest rate, expected term, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected term represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected term of an option is presumed to be the midpoint between the vesting date and the end of the contractual term. Management uses the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options. Expected volatility is based on historical volatilities for publicly-traded stock of comparable companies over the estimated expected life of the stock options.

F-27

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

The Company assumed no dividend yield because it does not expect to pay dividends in the near future, which is consistent with the Company’s history of not paying dividends.

The following table summarizes the assumptions used for estimating the fair value of stock options granted for the years ended December 31:

	2012	2013
Risk-free interest rate	0.83-0.96%	0.88-2.29%
Expected term (years)	5.86-6.13	5.76-8.52
Expected volatility	59-60%	54-60%
Dividend yield	0%	0%
Weighted-average grant date fair value per share	$0.46	$1.30

The following is a summary of option activity for the year ended December 31, 2012:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at January 1, 2012		2,557,081		$	0.66
Granted		866,046		$	0.85
Exercised		(30,468	)	$	0.54
Forfeited		(190,386	)	$	0.72
Expired		(30,877	)	$	0.53
Outstanding at December 31, 2012		3,171,396		$	0.71		8.24	$	449
Exercisable at December 31, 2012		1,269,304		$	0.61		7.22	$	307
Vested or expected to vest as of December 31, 2012		2,651,951		$	0.70		8.13	$	403

The following is a summary of option activity for the year ended December 31, 2013:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at January 1, 2013		3,171,396		$	0.71
Granted		1,856,500		$	1.38
Exercised		(753,255	)	$	0.61
Forfeited		(362,157	)	$	0.91
Expired		(4,999	)	$	0.75
Outstanding at December 31, 2013		3,907,485		$	1.03		8.41	$	24,972
Exercisable at December 31, 2013		1,314,792		$	0.76		7.10	$	8,458
Vested or expected to vest as of December 31, 2013		3,056,293		$	1.00		8.28	$	19,618

F-28

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Stock-based compensation expense related to stock options is included in the following line items in the accompanying consolidated statements of operations for the year ended December 31 (in thousands):

	2012		2013
Sales and marketing	$	47	$	118
Technology and analytics		7		47
Processing and servicing		9		30
General and administrative		166		243
Total	$	229	$	438

Total compensation cost related to nonvested awards not yet recognized as of December 31, 2013 was $2.7 million and will be recognized over a weighted-average period of approximately 3.4 years. The aggregate intrinsic value of employee options exercised during the years ended December 31, 2012 and 2013 was $4,000 and $1 million, respectively.

15. Commitments and Contingencies

Lease Commitments

Operating Leases

In May 2011, the Company entered into an operating lease for a satellite office in Virginia. The agreement called for monthly rental payments of $12,000, subject to escalation, through August 2016. In May 2013, the Company vacated this office with the intent to sublease the property. In November 2013, the Company terminated the rental agreement and recognized the early termination fee of $0.2 million as a component of rent expense. In November 2011, the Company entered into an operating lease in New York for its corporate headquarters. The agreement calls for monthly rental payments of $27,000, subject to escalation, through October 2021. In March 2013, the Company vacated this office with the intent to sublease the property. The Company recorded a liability of $0.5 million, based on remaining lease rentals, adjusted for deferred rent recognized under the lease and estimated sublease rentals that could reasonably be obtained. In July 2013, the Company entered into a sublease agreement requiring tenant monthly payments of $26,000, subject to escalation, and allowing for a 6.5 month rent holiday during the first year. As of December 31, 2013, total future minimum sublease payments to be received under the sublease agreement is $2.7 million, subject to escalation.

In September 2012, the Company entered into an operating lease in New York for its corporate headquarters. The agreement calls for monthly rental payments of $83,000, subject to escalation, through August 2023 and allows for a twelve month rent holiday during the first year. Deferred rent is included in the balance sheets as a component of accrued expenses and other liabilities. The agreement provided for a $1.6 million leasehold improvement incentive that has been recorded as a liability and is being amortized over the term of the lease.

In May 2013, the Company entered into an operating agreement in Virginia for a satellite office. The agreement calls for monthly rental payments of $37,000, subject to escalation, through September 2018 and allows for a five month rent holiday during the second year. Deferred rent is included in the balance sheets as a component of accrued expenses and other liabilities. The agreement provided for a $0.5 million leasehold improvement incentive that has been recorded as a liability and is being amortized over the term of the lease.

F-29

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Capital Leases

In March 2012, the Company entered into a capital lease agreement for a data warehouse. The agreement called for monthly principal and interest payments of $5,000 through April 2015. As of December 31, 2013, total future minimum payments is $76,000.

Lease Commitments

At December 31, 2013, future minimum lease commitments under operating and capital leases, net of sublease income, for the remaining terms of the operating leases are as follows (in thousands):

For the years ending December 31,
2014	$	1,772
2015		1,733
2016		1,914
2017		1,974
2018		1,958
Thereafter		5,956
Total	$	15,307

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and loans. The Company holds cash, cash equivalents and restricted cash in accounts at regulated domestic financial institutions in amounts that may exceed FDIC insured amounts. The Company believes these institutions to be of high credit quality and has not experienced any related losses to date.

The Company is exposed to default risk on borrower loans originated. The Company performs evaluations of borrowers’ financial conditions as needed and does not allow borrowers to have more than two loans outstanding at any one time. There is no single borrower or group of borrowers that comprise a significant portion of the Company’s loan portfolio.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.

16. Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment.

All revenue was generated and all assets were held in the United States during the years ended December 31, 2012 and 2013.

F-30

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

17. Subsequent Events

Subsequent to December 31, 2013 but prior to the issuance of the financial statements, the Company authorized 2,700,000 shares and issued 2,617,273 shares of Series E redeemable convertible preferred stock (“Series E”) at an original issue price of $29.42 for a total of $77 million. The issuance of these shares would materially impact the number of potential common share equivalents. Approximately $30 million of the proceeds of the issuance was used to repay certain debt payable under agreements with SF Capital and Square 1.

In January 2014, the Company entered into five capital lease agreements for equipment used in one of the Company’s data centers. The agreements call for monthly payments of $18,000 through December 2016.

On January 2, 2014, ODAC entered into a second amendment with WAM, significantly increasing the financing limit of the ODAC Agreement from $25 million to $50 million. No other significant terms were modified under the amendment.

On January 22, 2014, the Company entered into a second amendment with SF Capital, significantly increasing the credit limit available on the SSL&SA from $8 million to $18 million with borrowings up to $8 million bearing the original interest rate of 16% and all borrowings in excess of $8 million bearing an interest rate of 12%. No other significant terms were modified under the amendment. On February 27, 2014, the outstanding principal of $18.0 million was paid in full with proceeds from the Series E financing.

On January 23, 2014, the Company signed a lease to rent additional space in the same building of its corporate headquarters in New York City. The lease terminates in August 2023 and calls for monthly payments of $61,000, with escalations beginning in its second year. The terms also provide for a tenant allowance of $0.9 million and rent holiday for the first 16 months.

On February 4, 2014, On Deck Capital, Inc. (“ODCI Canada”) was formed in British Columbia for purposes of having a presence in Canada and does not have any assets, liabilities or business activity through the date the consolidated financial statements were available to be issued. All Canadian loans are originated and held by OnDeck and none are originated and held by ODCI Canada.

On April 7, 2014, the SBLP II Agreement was terminated and the amount outstanding of $63.2 million was paid in full to the lenders. Approximately $54 million of eligible loans were transferred to ODART and were purchased with the existing ODART Agreement. The remaining balance due was paid by OnDeck.

On May 8, 2014, ODAST entered into a $175 million securitization agreement with Deutsche Bank Securities (“Deutsche Bank”) as administrative agent. Of the total commitment, Deutsche Bank allows for $156.7 million of Class A (primary group of lenders) asset backed notes and $18.3 million of Class B (subordinate group of lenders) asset-backed notes. The agreement requires pooled loans with a minimum aggregate principal balance of approximately $183.2 million to be transferred from OnDeck to ODAST. Class A and Class B commitments bear interest at 3.15% and 5.68%, respectively. Monthly payments of interest are due beginning June 17, 2014 and principal and interest are due beginning in June 2016, with the final payment occurring in May 2018.

On June 18, 2014, the subsidiaries, which were dormant, SBLP II and FOR were dissolved.

In July 2014, OnDeck Asset Pool, LLC (“ODAP”) was formed. In August 2014 this entity entered into a $75 million revolving line of credit with Jefferies Mortgage Funding, LLC. The commitment bears interest at LIBOR plus 4%, and matures in August 2016.

F-31

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

In July 2014, one investor exercised 285,164 Series C-1 preferred warrants for $1.6 million. The exercises will increase the total redeemable convertible preferred stock outstanding while reducing the corresponding warrant liability in subsequent periods.

In August 2014, two investors exercised 197,851 and 15,566 shares of Series B and C-1 preferred stock warrants, respectively, for a combined total of $0.7 million. Additionally, four investors exercised 785,204 of common stock warrants for $0.5 million. The exercise of the preferred warrants will increase the total redeemable convertible preferred stock outstanding while reducing the corresponding warrant liability in subsequent periods.

In September 2014, two investors exercised 56,369 and 4,434 shares of Series B and C-1 preferred stock warrants, respectively, for a combined total of $0.2 million. Additionally, 10 investors exercised 496,336 of common stock warrants for $0.4 million. The exercise of the preferred warrants will increase the total redeemable convertible preferred stock outstanding while reducing the corresponding warrant liability in subsequent periods.

On September 15, 2014, the Company entered into an amendment of the ODART agreement increasing the revolving credit agreement from $111.8 million to $167.6 million. Of the total available credit, Deutsche Bank increased from $75 million to $125 million of Class A commitments, Key Bank continues to allow $25 million Class A commitments and WAM increased from $11.8 million to $17.6 million Class B commitments. Class A commitments bear interest at cost of funds rate plus 3%. Class B commitments bear interest at 7.25% plus the greater of 1% or LIBOR. The facility maturity date was extended from August 16, 2015 to September 15, 2016.

The Company has evaluated subsequent events through the issuance date of these consolidated financial statements and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the consolidated financial statements, other than those previously disclosed.

F-32

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

(in thousands, except share data)

	December 31, 2013 (audited)			September 30, 2014 (unaudited)			September 30, 2014 (pro forma)
Assets
Cash and cash equivalents	$	4,670		$	22,642		$	22,642
Restricted cash		14,842			22,615			22,615
Loans		222,521			433,391			433,391
Less: Allowance for loan losses		(19,443	)		(39,756	)		(39,756	)
Loans, net of allowance for loan losses		203,078			393,635			393,635
Loans held for sale		1,423			2,653			2,653
Deferred debt issuance costs		2,327			5,281			5,281
Property, equipment and software, net		7,169			13,254			13,254
Other assets		1,941			5,927			5,927
Total assets	$	235,450		$	466,007		$	466,007
Liabilities, redeemable convertible preferred stock and stockholders’ deficit
Liabilities:
Accounts payable	$	1,161		$	3,936		$	3,936
Interest payable		1,120			717			717
Debt		203,297			350,204			350,204
Warrant liability		4,446			2,802			—
Accrued expenses and other liabilities		6,563			10,418			10,418
Total liabilities		216,587			368,077			365,275
Commitments and contingencies (Note 11)
Redeemable convertible preferred stock:
Series A preferred stock, par value $.01, 2,976,680 and 2,219,331 shares authorized at December 31, 2013 and September 30, 2014, respectively; 2,219,331 issued and outstanding at December 31, 2013 and September 30, 2014, no shares issued and outstanding pro forma		2,559			2,657			—
Series B preferred stock, par value $.01, 5,677,581 and 5,631,851 shares authorized at December 31, 2013 and September 30, 2014, respectively; 5,377,631 and 5,631,851 shares issued and outstanding at December 31, 2013 and September 30, 2014, respectively, no shares issued and outstanding pro forma		22,918			29,860			—
Series C preferred stock, par value $.01, 4,867,769 shares authorized, issued and outstanding at December 31, 2013 and September 30, 2014, no shares issued and outstanding pro forma		24,749			25,975			—
Series C-1 preferred stock, par value $.01, 1,500,000 and 1,293,220 shares authorized at December 31, 2013 and September 30, 2014, respectively; 850,556 and 1,155,720 shares issued and outstanding at December 31, 2013 and September 30, 2014, respectively, no shares issued and outstanding pro forma		5,401			12,932			—
Series D preferred stock, par value $.01, 7,233,878 shares authorized, issued and outstanding at December 31, 2013 and September 30, 2014, no shares issued and outstanding pro forma		62,716			66,326			—
Series E preferred stock, par value $.01, 0 and 2,700,000 shares authorized and 0 and 2,617,273 shares issued and outstanding at December 31, 2013 and September 30, 2014, respectively, no shares issued and outstanding pro forma		—			80,613			—
Total redeemable convertible preferred stock		118,343			218,363			—
Stockholders’ (deficit) equity:
Common stock, par value $0.01, 31,964,661, 40,000,000 and 40,000,000 shares authorized and 2,233,807, 4,354,496 and 28,080,318 shares issued and outstanding at December 31, 2013, September 30, 2014 and September 30, 2014 pro forma, respectively		38			59			296
Treasury stock – at cost		(5,656	)		(5,656	)		(5,656	)
Additional paid-in capital		1,614			4,885			225,813
Accumulated deficit		(95,476	)		(119,721	)		(119,721	)
Total stockholders’ (deficit) equity		(99,480	)		(120,433	)		100,732
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	235,450		$	466,007		$	466,007

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-33

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share data)

	Nine Months Ended September 30,
	2013			2014
Revenue:
Interest income	$	41,073		$	99,873
Gain on sales of loans		—			4,569
Other revenue		1,004			3,131
Gross revenue		42,077			107,573
Cost of revenue:
Provision for loan losses		16,300			47,011
Funding costs		9,400			12,531
Total cost of revenue		25,700			59,542
Net revenue		16,377			48,031
Operating expenses:
Sales and marketing		13,566			21,799
Technology and analytics		6,090			11,357
Processing and servicing		3,746			5,928
General and administrative		9,158			13,968
Total operating expenses		32,560			53,052
Loss from operations		(16,183	)		(5,021	)
Other (expense) income:
Interest expense		(1,070	)		(274	)
Warrant liability fair value adjustment		(1,496	)		(9,122	)
Total other (expense) income		(2,566	)		(9,396	)
Loss before provision for income taxes		(18,749	)		(14,417	)
Provision for income taxes		—			—
Net loss		(18,749	)		(14,417	)
Series A and B preferred stock redemptions		(5,254	)		—
Accretion of dividends on redeemable convertible preferred stock		(5,414	)		(9,828	)
Net loss attributable to common stockholders	$	(29,417	)	$	(24,245	)
Net loss per common share:
Basic and diluted	$	(13.73	)	$	(8.48	)
Pro forma, basic and diluted (unaudited)				$	(0.21	)
Weighted-average common shares outstanding—basic and diluted
Basic and diluted		2,142,568			2,857,871
Pro forma, basic and diluted (unaudited)					25,583,884

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-34

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders’ Deficit

(in thousands, except share data)

	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Treasury Stock			Total Stockholders’ Deficit
	Shares		Amount
Balance—January 1, 2013		3,138,679	$	31	$	739	$	(57,446	)	$	(483	)	$	(57,159	)
Stock-based compensation		—		—		448		—			—			448
Buyback of Preferred stock – Series A and B		—		—		—		(5,254	)		—			(5,254	)
Issuance of common stock warrant		—		—		45		—			—			45
Buyback of warrants		—		—		—		(950	)		—			(950	)
Exercise of stock options and warrants		613,603		7		382		—			—			389
Buyback of common stock		—		—		—		—			(5,173	)		(5,173	)
Accretion of dividends on redeemable convertible preferred stock		—		—		—		(7,470	)		—			(7,470	)
Net loss		—		—		—		(24,356	)		—			(24,356	)
Balance—December 31, 2013		3,752,282	$	38	$	1,614	$	(95,476	)	$	(5,656	)	$	(99,480	)
Stock-based compensation		—		—		1,606		—			—			1,606
Issuance of common stock warrant		—		—		64		—			—			64
Exercise of stock options and warrants		2,120,689		21		1,601		—			—			1,622
Accretion of dividends on redeemable convertible preferred stock		—		—		—		(9,828	)		—			(9,828	)
Net loss		—		—		—		(14,417	)		—			(14,417	)
Balance—September 30, 2014		5,872,971	$	59	$	4,885	$	(119,721	)	$	(5,656	)	$	(120,433	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-35

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
	2013			2014
Cash flows from operating activities
Net loss	$	(18,749	)	$	(14,417	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for loan losses		16,300			47,011
Depreciation and amortization		1,764			2,848
Amortization of debt issuance costs		1,487			2,010
Stock-based compensation		267			1,447
Loss on disposal		—			774
Debt discount		959			—
Preferred stock warrant issuance and warrant liability fair value adjustment		1,496			9,127
Common stock warrant issuance		25			64
Changes in operating assets and liabilities:
Other assets		369			(3,986	)
Accounts payable		(534	)		2,773
Interest payable		(262	)		(403	)
Accrued expenses and other liabilities		3,731			3,856
Originations of loans held for sale		—			(76,212	)
Sales of loans held for sale		—			74,982
Net cash provided by operating activities		6,853			49,874
Cash flows from investing activities
Change in restricted cash		(274	)		(7,773	)
Purchases of property, equipment and software		(3,542	)		(7,411	)
Capitalized internal-use software		(1,471	)		(2,137	)
Originations of term loans and lines of credit		(252,117	)		(606,120	)
Change in net deferred origination costs		(1,783	)		(4,785	)
Repayments of term loans and lines of credit		157,745			373,338
Net cash used in investing activities		(101,442	)		(254,888	)
Cash flows from financing activities
Proceeds from exercise of stock options and warrants		297			4,044
Redemption of common stock and warrants		(6,123	)		—
Proceeds from the issuance of redeemable convertible preferred stock		49,717			77,000
Redemption of preferred stock		(6,282	)		—
Proceeds from the issuance of debt		142,343			428,535
Payments of debt issuance costs		(1,885	)		(4,964	)
Repayments of debt		(87,269	)		(281,629	)
Net cash provided by financing activities		90,798			222,986
Net increase in cash and cash equivalents		(3,791	)		17,972
Cash and cash equivalents at beginning of period		7,386			4,670
Cash and cash equivalents at end of period	$	3,595		$	22,642
Supplemental disclosure of other cash flow information
Cash paid for interest	$	7,588		$	10,966
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internal-use software	$	8		$	159
Unpaid principal balance of term loans rolled into new originations	$	38,815		$	105,974
Conversion of debt to redeemable convertible preferred stock	$	8,959		$	—
Accretion of dividends on redeemable convertible preferred stock	$	5,414		$	9,828

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-36

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Organization

On Deck Capital, Inc.’s (“OnDeck” and collectively with its subsidiaries “the Company”) principal activity is providing financing products to small businesses located throughout the United States, and recently in Canada as well, including term loans (typically three to twenty-four months in duration for $5,000-$250,000) and lines of credit. The Company uses technology and analytics to aggregate data about a business and then quickly and efficiently analyzes the creditworthiness of the business using the Company’s proprietary credit-scoring model.

OnDeck originates most of the loans in its portfolio and also purchases loans from Bank of Internet Federal Bank (“BofI”). OnDeck subsequently transfers most loans into one of its wholly owned subsidiaries. As of September 30, 2014, the Company has five active wholly owned subsidiaries related to asset-backed revolving debt and securitization facilities that include: Small Business Asset Fund 2009 LLC (“SBAF”), On Deck Accounts Receivables Trust 2013-1 LLC (“ODART”), On Deck Asset Company LLC (“ODAC”), OnDeck Asset Securitization Trust LLC (“ODAST”), and OnDeck Asset Pool, LLC (“ODAP”) (collectively, the “Subsidiaries”). On Deck Capital, Inc, (“ODCI Canada”) was formed in February 2014 in British Columbia for purposes of having presence in Canada and does not have any assets, liabilities or business activity through the date the unaudited consolidated financial statements were available to be issued. All Canadian loans are originated and held by OnDeck and none are originated and held by ODCI Canada. ODCS, LLC (“ODCS”) was formed on June 13, 2014 for the purpose of debt related collections. Subsidiaries acquire loans originated or purchased by OnDeck and hold them for the sole benefit of the lenders of each subsidiary. On June 18, 2014, the subsidiaries that were dormant, SBLP II, LCC (“SBLP II”) and Fund for ODC Receivables (“FOR”), were dissolved. In July 2014, ODAP was formed. Each subsidiary has specific criteria for the loans that can be transferred into the entity, such as term, size and industry concentration.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company prepares the unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements include the accounts of OnDeck and its wholly owned subsidiaries: SBAF, SBLP II, ODART, ODAC, ODAST, ODCS, ODCI Canada, FOR and ODAP. All intercompany transactions and accounts have been eliminated in consolidation.

Interim Consolidated Financial Information

The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with U.S. GAAP as contained in the Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification (“ASC”) for interim financial information. The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2013 appearing elsewhere in this prospectus.

Unaudited Pro Forma Presentation

The Company confidentially submitted a Registration Statement on Form S-1 with the United States Securities and Exchange Commission (the “SEC”) for the proposed initial public offering (“IPO”) of shares of its

F-37

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

common stock. Upon the consummation of the IPO, subject to certain requirements described in Note 6, all of the redeemable convertible preferred stock outstanding will convert into common stock. The unaudited pro forma consolidated balance sheet as of September 30, 2014 has been prepared assuming the conversion of all outstanding redeemable convertible preferred stock into an aggregate of 23,725,822 shares of common stock.

The unaudited pro forma net loss per common share for the nine months ended September 30, 2014 assumes completion of the IPO and the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 23,725,822 shares of common stock as if such shares converted as of January 1, 2014 or at the time of issuance, if later.

The Company believes that the unaudited pro forma net loss per common share provides material information to investors because the conversion of the redeemable convertible preferred stock into common stock is expected to occur upon the closing of the Company’s IPO and, therefore, the disclosure of pro forma net loss per common share provides a measure of net loss per common share that is more comparable to what will be reported as a public company.

Reclassifications

Certain reclassifications have been made to the prior year amounts to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the unaudited consolidated financial statements and accompanying notes. Significant estimates include servicing assets/liabilities, the useful lives of long-lived assets, capitalizable software development costs, allowance for loan losses, valuation of warrants, valuation allowance for deferred tax assets and stock-based compensation expense. The Company bases its estimates on historical experience, current events and other factors it believes to be reasonable under the circumstances. These estimates and assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.

Comprehensive Loss

There are no significant items of comprehensive loss other than net loss for all periods presented.

Cash and Cash Equivalents

Cash and cash equivalents include checking, savings and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted cash represents funds held in demand deposit accounts as reserves on certain debt facilities and as collateral for BofI transactions. The Company has no ability to draw on the restricted accounts.

F-38

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Loans and Loans Held for Sale

Loans

The Company originates term loans and lines of credit (collectively, “loans”) that are generally short term in nature, and require daily or weekly repayments. Through origination of loans the Company has the right to place a lien on the general assets of the customer by filing a UCC claim, which may not be perfected. Loans are carried at amortized cost, reduced by a valuation allowance for loan losses estimated as of the balance sheet dates. In accordance with Accounting Standards Codification (“ASC”) Subtopic 310-20, Nonrefundable Fees and Other Costs, the amortized cost of a loan is equal to the unpaid principal balance, plus net deferred origination costs. Additionally, when a term loan is originated in conjunction with the extinguishment of a previously issued term loan, management determines whether this is a new loan or a modification to an existing loan in accordance with ASC 310-20. If accounted for as a new loan, rather than a modification, any remaining unamortized net deferred costs are recognized when the new loan is originated. Net deferred origination costs are comprised of certain direct origination costs, net of all loan origination fees received. Direct origination costs in excess of loan origination fees received are included in the loan balance and amortized over the term of the loan using the effective interest method. Loan origination costs are limited to direct costs attributable to originating a loan, including commissions and personnel costs directly related to the time spent by those individuals performing activities related to loan origination.

Loan origination fees include fees charged to the borrowers that increase the loan’s effective interest yield and other fees charged related to origination. The Company has the ability and intent to hold these loans to maturity.

Loans Held for Sale

In October 2013, the Company started a program whereby the Company originates and sells certain loans to third-party institutional investors and retains servicing rights. The Company sells whole loans to purchasers in exchange for a cash payment. Determination to hold or sell a loan is made within three days of initial funding. Loans held for sale are recorded at the lower of cost or market until the loans are sold. Cost of loans held for sale is inclusive of unpaid principal plus net deferred origination costs.

The Company evaluates whether a servicing asset or liability has been incurred. The Company estimates the fair value of the loan servicing asset or liability considering the contractual servicing fee revenue, adequate compensation for its servicing obligation, the non-delinquent principal balances of loans and projected servicing revenues over the remaining lives of the loans. As of December 31, 2013 and September 30, 2014 the Company serviced an unpaid principal amount of $16.0 million and $41.7 million of term loans for others, respectively, and determined that no servicing asset or liability is necessary.

Allowance for Loan Losses

The allowance for loan losses (“ALLL”) is established through periodic charges to the provision for loan losses. Loan losses are charged against the ALLL when management believes that the future collection of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL.

The Company evaluates the creditworthiness of its portfolio on a pooled basis, due to its composition of small, homogenous loans with similar general credit risk characteristics and diversified among variables including industry and geography. The Company uses a proprietary forecast loss rate at origination for new loans that have not had the opportunity to make payments when they are first funded. The allowance is subjective as it

F-39

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

requires material estimates including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, seasonality, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond management’s control. Any combination of the aforementioned factors may adversely affect the Company’s loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for credit losses which could impact future periods. In the opinion of management, the Company has provided adequate allowances to absorb probable credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date.

Accrual for Unfunded Loan Commitments and Off-Balance Sheet Credit Exposures

In September 2013, the Company introduced a line of credit product. The Company estimates probable losses on unfunded loan commitments similarly to the ALLL process and includes the calculated amount in accrued expenses and other liabilities. The Company believes the accrual for unfunded loan commitments is sufficient to absorb estimated probable losses related to these unfunded credit facilities. The determination of the adequacy of the accrual is based on evaluations of the unfunded credit facilities, including an assessment of the probability of commitment usage, credit risk factors for lines of credit outstanding to these customers and the terms and expiration dates of the unfunded credit facilities. As of December 31, 2013 and September 30, 2014, off-balance sheet credit exposures related to the undrawn line of credit balances was $2.2 million and $17.6 million, respectively. The accrual for probable loan losses related to unfunded line of credit commitments was approximately $13,000 and $0.2 million as of December 31, 2013 and September 30, 2014, respectively. Net adjustments to the accrual for unfunded loan commitments are charged to the provision for loan losses.

Accrual for Third Party Representations

As a component of the loan sale agreements, the Company has made certain representations to third parties that purchase loans. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans, such as delinquent or fraudulent loan repurchase obligations or excess loss indemnification obligations, would be accrued if probable and estimable in accordance with ASC 450, Contingencies. There are no restricted assets related to these agreements. As of December 31, 2013 and September 30, 2014, the Company had not incurred any significant losses and had no estimable and probable obligations requiring accrual.

Nonaccrual Loans, Restructured Loans and Charged Off Loans

The Company considers a loan to be delinquent when the daily or weekly payments are one day past due. The Company stops recognizing interest income on loans when loans are delinquent and non-paying. Loans are returned to accrual status if they are brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in management’s judgment, will continue to make periodic principal and interest payments as scheduled.

As part of its effort to maximize receipts, the Company may agree to revised payment plans with certain borrowers who have experienced or are expected to experience difficulty in meeting the loan’s contractually required payments. The Company’s loan revision policy only allows for delays in payment. Management evaluates the significance of the modifications compared to original terms. To date, all modifications have been insignificant relative to the loans.

F-40

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

After the 90th day of delinquency, the Company will make an initial assessment of whether an individual loan should be charged off based on payment status and information gathered through collection efforts. A loan is charged off when the Company determines it is probable that it will be unable to collect all of the originally scheduled principal and interest payments according to the contractual terms of the original loan agreement.

Deferred Debt Issuance Costs and Debt

The Company borrows from various lenders to finance its lending activities and general corporate operations. Costs incurred in connection with financing, such as banker fees, origination fees and legal fees, are classified by management as deferred debt issuance costs. Management capitalizes these costs and amortizes them over the expected life of the related financing agreements using the effective interest method. The related fees are expensed immediately upon early extinguishment of the debt; in a debt modification, the initial issuance costs and any additional fees incurred as a result of the modification are deferred over the term of the new agreement.

Interest expense and amortization of deferred debt issuance costs incurred on debt used to fund loan originations are recorded as funding costs in the unaudited consolidated statements of operations and calculated using the effective interest yield method. Interest expense and amortization of deferred debt issuance costs incurred on debt used to fund general business operations are recorded as interest expense, a component of other expense, in the unaudited consolidated statements of operations and calculated using the effective interest yield method.

Property, Equipment and Software

Property, equipment and software consists of computer and office equipment, purchased software, capitalized internal-use software costs and leasehold improvements. Property, equipment and software are stated at cost less accumulated depreciation and amortization. Computer and office equipment and purchased software are depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the terms of the respective leases or the estimated lives of the improvements.

In accordance with ASC subtopic 350-40, Internal-Use Software, the costs to develop software for the Company’s website and other internal uses are capitalized beginning when the preliminary project stage is completed, management has authorized funding and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized internal-use software costs primarily include salaries and payroll-related costs for employees directly involved in the development efforts, software licenses acquired and fees paid to outside consultants.

Software development costs incurred prior to meeting the criteria for capitalization and costs incurred for training and maintenance are expensed as incurred. Certain upgrades and enhancements to existing software that result in additional functionality are capitalized. Capitalized software development costs are amortized using the straight-line method over their expected useful lives, generally three years.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable. Recoverability of the long-lived asset is measured by comparing the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated. If such assets are not recoverable, the impairment to be recognized is measured as the excess carrying amount. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. During the nine months ended September 30, 2013 and 2014, no impairments of long-lived assets were deemed necessary.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock is redeemable at the option of the holder after the passage of time and therefore has been classified outside of permanent equity in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 3C, Redeemable Preferred Stock. The Company makes periodic accretions to the carrying amount of the redeemable convertible preferred stock so that the carrying amount will equal the redemption amount at the earliest redemption date, February 25, 2019. When preferred stock warrants are exercised for shares of redeemable convertible preferred stock and the fair value of the redeemable preferred stock on the date of exercise of the warrants is more than the redemption amount of the preferred stock, the carrying amount of the preferred stock is recorded at its fair value on the date of issuance on the balance sheet.

Preferred Stock Warrants

The Company issues warrants for certain series of its redeemable convertible preferred stock to third parties in connection with certain agreements. As the warrant holders have the right to demand their preferred shares to be settled in cash after the passage of time, the Company records the warrants as liabilities. The Company values the warrants at each balance sheet date using the Black-Scholes-Merton Option Pricing Model or a combination of methodologies as described in Note 9. Any change in warrant value is recorded through warrant liability fair value adjustment in the unaudited consolidated statements of operations.

The fair value of warrants issued in association with new debt agreements is treated as a debt discount and reduces the initial carrying value of the related debt. The discount is amortized as interest expense and is accreted to the note carrying value using the effective interest method over the term of the notes. The fair value of warrants issued in association with consulting agreements and banking arrangements is treated as consulting expense and bank fees, respectively, and is recorded as an operating expense in the unaudited consolidated statements of operations. Agreements and arrangements with periods of performance are amortized over the contractual period of the services.

Revenue Recognition

Interest Income

The Company generates revenue primarily through interest and origination fees earned on loans originated and held to maturity.

The Company recognizes interest and origination fee revenue over the terms of the underlying loans using the effective interest method on unpaid principal amounts. Origination fees collected but not yet recognized as revenue are netted with direct origination costs and are recorded as a component of loans in the consolidated balance sheets.

Borrowers who elect to prepay term loans are required to pay interest and fees that would have been assessed had the loans been repaid over their original terms. As a result, revenue recognition is not impacted by estimates for prepayments.

F-42

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Gain on Sales of Loans

In October 2013, the Company started a program whereby the Company originates and sells certain loans to third-party purchasers and retains servicing rights. The Company accounts for the loan sales in accordance with ASC Topic 860, Transfers and Servicing of Financial Assets. In accordance with this guidance, a transfer of a financial asset, a group of financial assets, or a participating interest in a financial asset is accounted for as a sale if all of the following conditions are met:

1. The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors

2. The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets

3. The transferor does not maintain effective control of the transferred assets

For the nine months ended September 30, 2014, all sales met the requirements for sale treatment under the guidance for Transfers and Servicing. The Company records the gain or loss on the sale of a loan at the sale date in an amount equal to the proceeds received less outstanding principal and net deferred origination costs.

Other Revenue

The Company retains servicing rights on sold loans and recognizes servicing revenue on current outstanding loan principal balances of the sold loans as a component of other revenue. In accordance with ASC Topic 860, Transfers and Servicing of Financial Assets, the Company has not recognized a servicing asset or liability as the benefits of servicing are just adequate to compensate the Company for its servicing responsibilities. Other revenue also includes marketing fees earned from our bank partners, which are recognized as the related services are provided and the monthly fees charged to customers for the Company’s line of credit products.

Stock-Based Compensation

In accordance with ASC Topic 718, Compensation—Stock Compensation, all stock-based compensation made to employees is measured based on the grant-date fair value of the awards and recognized as compensation expense on a straight-line basis over the period during which the option holder is required to perform services in exchange for the award (the vesting period). The Company uses the Black-Scholes-Merton Option Pricing Model to estimate the fair value of stock options. The use of the option valuation model requires subjective assumptions, including the fair value of the Company’s common stock, the expected term of the option and the expected stock price volatility based on peer companies. Additionally, the recognition of stock-based compensation expense requires an estimation of the number of options that will ultimately vest and the number of options that will ultimately be forfeited.

Advertising Costs

Advertising costs are expensed as incurred and are included in the sales and marketing line item in the unaudited consolidated statements of operations. For the nine month period ended September 30, 2013 and 2014, advertising costs totaled $5.3 million and $9.0 million, respectively.

F-43

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are recorded to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized.

Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2013 or September 30, 2014.

The Company files income tax returns in the United States for federal and various state jurisdictions. The Company is no longer subject to U.S. federal, state and local income tax examinations for years prior to 2010, although carryforward attributes that were generated prior to 2010 may still be adjusted upon examination by the Internal Revenue Service if used in a future period. No income tax returns are currently under examination by taxing authorities.

Fair Value Measurement

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

Level 1: Quoted prices in active markets or liabilities in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for assets or liabilities for which there is little or no market data, which require the Company to develop its own assumptions. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flows, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

F-44

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Basic and Diluted Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. The Company computes net loss per common share using the two-class method required for participating securities. The Company considers all series of redeemable convertible preferred stock to be participating securities due to their cumulative dividend rights. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings, are subtracted from net income or loss to determine total undistributed earnings or losses to be allocated to common stockholders. All participating securities are excluded from basic weighted-average common shares outstanding.

Diluted net loss per common share includes the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” or “if converted” methods, as applicable. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of common shares outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, warrants and convertible preferred stock. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the “if converted” method when calculating diluted earnings per share in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two-class or “if converted”) as its diluted net income per share during the period. Due to net losses for the nine months ended September 30, 2013 and 2014, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.

Recently Adopted Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which amends ASC Topic 740, Income Taxes. ASU 2013-11 requires entities to present unrecognized tax benefits as a liability and not combine it with deferred tax assets to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date. This accounting standard is effective for interim and annual periods beginning after December 15, 2013 and requires prospective application. The adoption of these provisions does not have a significant impact on the Company’s unaudited consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This accounting standard is effective for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact this accounting standard will have on its unaudited consolidated financial statements.

F-45

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

3. Net Loss Per Common Share

Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):

	Nine Months Ended September 30,
	2013 (unaudited)			2014 (unaudited)
Numerator:
Net loss	$	(18,749	)	$	(14,417	)
Less: Series A and B preferred stock redemptions		(5,254	)		—
Less: accretion of dividends on the redeemable convertible preferred stock		(5,414	)		(9,828	)
Net loss attributable to common stockholders	$	(29,417	)	$	(24,245	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		2,142,568			2,857,871
Net loss per common share, basic and diluted	$	(13.73	)	$	(8.48	)

Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

Anti-Dilutive Common Share Equivalents	September 30, 2013 (unaudited)		September 30, 2014 (unaudited)
Redeemable convertible preferred stock:
Series A		2,219,331		2,219,331
Series B		5,377,631		5,631,851
Series C		4,867,769		4,867,769
Series C-1		850,556		1,155,720
Series D		7,233,878		7,233,878
Series E		—		2,617,273
Warrants to purchase redeemable convertible preferred stock		696,884		152,500
Warrants to purchase common stock		2,001,033		1,653,763
Stock options		3,693,014		4,985,401
Total anti-dilutive common share equivalents		26,940,096		30,517,486

Pro Forma Net Loss Per Common Share (unaudited)

The numerator and denominator used in computing pro forma net loss per common share for the nine months ended September 30, 2014 have been adjusted to assume the conversion of all outstanding shares of redeemable convertible preferred stock to common stock as of the beginning of the period or at the time of issuance, if later, and the reclassification of the outstanding warrant liabilities as of September 30, 2014 to additional paid-in capital as of the beginning of the period. Pro forma net loss per share does not give effect to potential dilutive securities where the impact would be anti-dilutive.

F-46

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

The following table presents the calculation of pro forma basic and diluted net loss per share (in thousands, except share and per share data) for the nine months ended September 30, 2014 (unaudited):

Numerator:
Net loss attributable to common shareholders	$	(24,245	)
Plus: accretion of dividends on redeemable convertible preferred stock		9,828
Plus: changes in fair value of the preferred stock warrant liabilities		9,122
Pro forma numerator for basic and diluted loss per share	$	(5,295	)
Denominator:
Denominator for basic and diluted net loss per share—weighted average shares		2,857,871
Plus: conversion of redeemable convertible preferred stock to common stock—weighted average shares(1)		22,726,013
Pro forma denominator for basic and diluted loss per share—weighted average shares		25,583,884
Pro forma basic and diluted loss per share	$	(0.21	)

(1) The weighted average shares of redeemable convertible preferred stock converted to common stock as of September 30, 2014 (unaudited):

	Total shares outstanding		Weighted Average Shares Outstanding
Series A—Series D (issued prior to January 1, 2014)		20,549,165		20,549,165
Series E (issued February 27, 2014)		2,617,273		2,061,222
Series C-1 (issued July 28, 2014)		285,164		66,852
Series B and Series C-1 (issued August 6, 2014)		202,681		40,833
Series B and Series C-1 (issued August 12, 2014)		10,736		1,927
Series B and Series C-1 (issued September 3, 2014)		60,803		6,014
Total redeemable convertible preferred stock converted to common stock		23,725,822		22,726,013

4. Loans and Allowance for Loan Losses

Loans consisted of the following as of December 31, 2013 and September 30, 2014 (in thousands):

	December 31, 2013		September 30, 2014 (unaudited)
Term loans	$	213,570	$	405,783
Line of credit		2,396		16,267
Total unpaid principal balance		215,966		422,050
Net deferred origination costs		6,555		11,341
Total loans	$	222,521	$	433,391

F-47

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

The activity in the allowance for loan losses for the nine months ended September 30, 2013 and 2014 (unaudited) consisted of the following (in thousands):

Balance at January 1, 2013	$	9,288
Provision for loan losses		16,300
Loans charged off		(11,994	)
Recoveries of loans previously charged off		1,152
Allowance for loan losses at September 30, 2013	$	14,746

Balance at January 1, 2014	$	19,443
Provision for loan losses		47,011
Loans charged off		(28,462	)
Recoveries of loans previously charged off		1,764
Allowance for loan losses at September 30, 2014	$	39,756

OnDeck originates most of the loans in its portfolio and also purchases loans from issuing bank partners. Purchases of financing receivables for the nine month period ended September 30, 2013 and 2014 were $47.3 million and $126.5 million, respectively.

In the third quarter of 2013, the Company began selling previously charged-off loans to a third-party debt collector. The proceeds from these sales are recorded as a component of the recoveries of loans previously charged off. For the nine months ended September 30, 2013 and 2014, previously charged-off loans sold accounted for $0 and $1.4 million of recoveries of loans previously charged off, respectively.

Below is a table that illustrates the loan balance related to non-delinquent, paying and non-paying delinquent loans as of December 31, 2013 and September 30, 2014 (unaudited) (in thousands):

	December 31, 2013		September 30, 2014 (unaudited)
Non-delinquent loans	$	191,849	$	380,155
Delinquent: Paying (accrual status)		17,473		30,210
Delinquent: Not Paying (non-accrual status)		6,644		11,685
Total	$	215,966	$	422,050

The balance of the allowance for loan losses for non-delinquent loans was $9.8 million and $19.3 million as of December 31, 2013 and September 30, 2014, respectively, while the balance of the allowance for loan losses for delinquent loans was $9.6 million and $20.5 million as of December 31, 2013 and September 30, 2014, respectively.

F-48

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

The following table shows an aging analysis of term loans by delinquency status as of December 31, 2013 and September 30, 2014 (in thousands):

	December 31, 2013		September 30, 2014 (unaudited)
By delinquency status:
Non-delinquent loans	$	191,849	$	380,155
1-14 calendar days past due		7,658		19,275
15-29 calendar days past due		4,237		4,662
30-59 calendar days past due		5,206		6,515
60-89 calendar days past due		3,648		5,445
90 + calendar days past due		3,368		5,998
Total unpaid principal balance	$	215,966	$	422,050

5. Debt

The following table summarizes the Company’s outstanding debt as of December 31, 2013 and September 30, 2014:

Description	Type	Maturity Date		Interest Rate			December 31, 2013		September 30, 2014 (unaudited)
							(in thousands)
Funding Debt:
ODAST Agreement	Securitization Facility		May 2018		3.4	%	$	—	$	174,970
ODART Agreement	Revolving		September 2016		3.6	%		52,253		84,573
ODAC Agreement	Revolving		October 2015		8.3	%		24,374		28,330
ODAP Agreement	Revolving		August 2016		5.0	%		—		40,483
SBAF Agreement	Revolving		Ongoing		8.1	%		18,680		18,848
SBLP II Agreement	Revolving		July 2014 (Extinguished April 2014)		7.8	%		84,990		—
SSL&SA	Revolving		July 2014 (Extinguished February 2014)		16	%		8,000		—
								188,297		347,204
Corporate Debt:
Square 1 Agreement	Revolving		September 2015		5.0	%		15,000		3,000
							$	203,297	$	350,204

In October 2013, ODAC entered into a $25 million revolving credit agreement (the “ODAC Agreement”) with Waterfall Asset Management (“WAM”). On January 2, 2014, ODAC entered into a second amendment with WAM significantly increasing the financing limit of the ODAC Agreement to from $25 million to $50 million. No other significant terms were modified under the amendment.

F-49

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

In August 2013, and as subsequently amended, the Company entered into an $8 million senior subordinated loan and security agreement (“SSL&SA”) with certain entities collectively referred to as SF Capital. On January 22, 2014, the Company entered into a second amendment with SF Capital, significantly increasing the credit limit available on SSL&SA from $8 million to $18 million with borrowings up to $8 million bearing the original interest rate of 16% and all borrowings in excess of $8 million bearing an interest rate of 12%. No other significant terms were modified under this amendment.

On February 27, 2014, approximately $30 million of the proceeds of the issuance of the Series E redeemable convertible preferred shares was used to repay the SSL&SA in full and portions of certain other debt payable.

On April 7, 2014, the SBLP II Agreement was terminated and the amount outstanding of $63,264,830 was paid in full to the lenders. Approximately $54 million of eligible loans were transferred to ODART and were purchased with the existing ODART Agreement. The remaining balance due was paid by OnDeck.

On May 8, 2014, ODAST entered into a $175 million securitization agreement with Deutsche Bank Securities (“Deutsche Bank”) as administrative agent. Of the total commitment, Deutsche Bank allows for $156.7 million of Class A (primary group of lenders) asset backed notes and $18.3 million of Class B (subordinate group of lenders) asset backed notes. The agreement requires pooled loans to be transferred from the Company to ODAST with a minimum aggregate principal balance of approximately $183.2 million. Class A and Class B commitments bear interest at 3.15% and 5.68%, respectively. Monthly payments of interest are due beginning June 17, 2014 and principal and interest are due beginning in June 2016, with the final payment occurring in May 2018.

In August 2014, ODAP entered into a $75 million revolving line of credit with Jefferies Mortgage Funding, LLC. The commitment bears interest at LIBOR plus 4%, and matures in August 2016.

On September 15, 2014, the Company entered into an amendment of the ODART agreement increasing the revolving credit agreement from $111.8 million to $167.6 million. Of the total available credit, the Class A commitments increased from $100 million to $150 million and the Class B commitments increased from $11.8 million to $17.6 million. Class A commitments bear interest at cost of funds rate plus 3%. Class B commitments bear interest at 7.25% plus the greater of 1% or LIBOR. The facility maturity date was also extended from August 16, 2015 to September 15, 2016.

As of September 30, 2014, the Company is in compliance with all financial covenants required per the debt agreements, as amended.

6. Warrant Liabilities

In conjunction with certain consulting agreements, the Company issued warrants to purchase shares of Series E redeemable convertible preferred stock (“Series E warrants”). As of September 30, 2014, the holders were entitled to purchase 15,000 shares of Series E at a price of $29.42 per share. The warrants are exercisable upon vesting through the earlier of ten years after issuance (various dates through June 6, 2024), or two years after closing a qualified initial public offering (in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40,000,000 of gross proceeds, net of the underwriting discount and commissions, to the Corporation, “IPO”). As the Series E

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

warrants vest, they will be recorded as liabilities in the accompanying consolidated balance sheets and subsequently adjusted to fair value each period because they are currently exercisable into redeemable securities. For the nine months ended September 30, 2013 and 2014, changes in the fair value of these and previously issued warrants were recognized in the consolidated statements of operations as warrant liability fair value adjustment.

In September 2014, in conjunction with a general marketing agreement, the Company issued a warrant to purchase shares of common stock (“common stock warrant”) to a strategic partner. As of September 30, 2014, the holder was entitled to purchase up to 1,103,248 shares of common stock at a price of $21.32 per share. The number of exercisable shares is dependent upon performance conditions. The warrant is exercisable upon vesting through the earlier of ten years after issuance, September 29, 2024, or one year after the termination of the agreement. As the performance conditions are met, the common stock warrant will be recorded as a liability in the consolidated balance sheets and as sales and marketing expense in the consolidated statements of operations. The warrant liability will be adjusted to fair value each period and recognized in the consolidated statements of operations as warrant liability fair value adjustment. For the nine months ended September 30, 2014, no performance conditions had been met and therefore no expense or liability has been recorded.

7. Redeemable Convertible Preferred Stock

The following table summarizes the price per share and authorized number of shares of redeemable convertible preferred stock:

	Original Issue Price per Share		Number of Shares Authorized
Series Name			December 31, 2013		September 30, 2014 (unaudited)
Series A	$	0.72900		2,976,680		2,219,331
Series B		2.95020		5,677,581		5,631,851
Series C		4.20000		4,867,769		4,867,769
Series C-1		5.52580		1,500,000		1,293,220
Series D		8.31775		7,233,878		7,233,878
Series E		29.42000		—		2,700,000

Series A, Series B, Series C, Series C-1, Series D and Series E redeemable convertible preferred stock are collectively referred to as the “preferred stock” and individually as the “Series A”, “Series B”, “Series C”, “Series C-1”, “Series D” and “Series E”. Each of the prices per share is referred to as the original issue price and excludes the cost of issuance. Any costs incurred in connection with the issuance of various classes of the preferred stock have been recorded as a reduction of the carrying amount. The Company may issue and redeem preferred stock from time to time in one or more series. Any shares of preferred stock that are redeemed, purchased or acquired by the Company may be reissued, except as restricted by law or contract.

F-51

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

The following table summarizes the preferred stock outstanding as of December 31, 2013 and September 30, 2014 by original issuance dates:

	Issuance Date	Number of Shares Outstanding at
Series Name		December 31, 2013		September 30, 2014 (unaudited)
Series A	August 11, 2006		1,390,448		1,390,448
Series A	October 27, 2006		573,539		573,539
Series A	February 14, 2007		255,344		255,344
Total: Series A			2,219,331		2,219,331
Series B	December 3, 2007		2,886,275		2,886,275
Series B	April 2, 2008		169,480		169,480
Series B	May 9, 2008		288,116		288,116
Series B	February 4, 2009		84,740		84,740
Series B	March 18, 2009		1,883,473		1,883,473
Series B	March 19 2009		65,547		65,547
Series B	August 6, 2014		—		187,898
Series B	August 12, 2014		—		9,953
Series B	September 3, 2014		—		56,369
Total: Series B			5,377,631		5,631,851
Series C	December 20, 2010		3,534,435		3,534,435
Series C	April 6, 2011		1,333,334		1,333,334
Total: Series C			4,867,769		4,867,769
Series C-1	January 26, 2012		850,556		850,556
Series C-1	July 28, 2014		—		285,164
Series C-1	August 6, 2014		—		14,783
Series C-1	August 12, 2014		—		783
Series C-1	September 3, 2014		—		4,434
Total: Series C-1			850,556		1,155,720
Series D	February 7, 2013		5,190,058		5,190,058
Series D	April 19, 2013		2,043,820		2,043,820
Total: Series D			7,233,878		7,233,878
Total Series E	February 27, 2014		—		2,617,273

F-52

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

The following table presents a summary of activity for the Preferred Stock issued and outstanding for the year ended December 31, 2013 and the nine months ended September 30, 2014 (unaudited) (in thousands):

	Series A			Series B			Series C		Series C-1		Series D		Series E		Total Amount
Balance January 1, 2013	$	3,250		$	21,838		$	23,113	$	5,025	$	—	$	—	$	53,226
Redemption of preferred stock(1)		(835	)		(193	)		—		—		—		—		(1,028	)
Issuance of preferred stock(2)		—			—			—		—		58,675		—		58,675
Accretion of dividends on preferred stock		144			1,273			1,636		376		4,041		—		7,470
Balance, January 1, 2014		2,559			22,918			24,749		5,401		62,716		—		118,343
Issuance of preferred stock		—			—			—		—		—		76,985		76,985
Exercise of preferred stock warrants		—			5,982			—		7,225		—		—		13,207
Accretion of dividends on preferred stock		98			960			1,226		306		3,610		3,628		9,828
Balance, September 30, 2014	$	2,657		$	29,860		$	25,975	$	12,932	$	66,326	$	80,613	$	218,363

(1) During 2013, the Company redeemed 757,349 shares of Series A and 45,730 shares of Series B stock held by investors. The differential between the redemption price and the carrying value of the shares of $5.3 million was charged to accumulated deficit in accordance with accounting for distinguishing liabilities from equity.

(2) Includes the conversion of a convertible note.

Dividends

Each series of preferred stock contains a cumulative dividend rate of 8% per share. No dividends were declared through September 30, 2014 or through the date of issuing these financial statements. Cumulative dividends are payable in the event of redemption. In addition to the preferential cumulative dividends, holders of preferred stock are entitled to receive, on an if-converted basis, any declared or paid dividends on the Company’s common stock.

Conversion

Each share of redeemable convertible preferred stock is convertible, at the option of the holder, into one share of common stock (subject to adjustments for events of dilution). Mandatory conversion will occur in the following situations:

Series E—The earlier of the closing of a Qualified IPO, or a date specified by vote or written consent of the holders or at least a majority of the Series E then outstanding.

Series D—The earlier of the closing of the sale of shares of common stock to the public at a price of at least two (2) times the Series D original issue price per share (subject to appropriate adjustment for stock splits), in a Qualified IPO, or a date specified by vote or written consent of the holders of at least sixty-seven percent (67%) of the Series D then outstanding.

Series C and Series C-1—Upon the closing of a Qualified IPO.

F-53

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Series B—The earlier of the closing of a Qualified IPO, or a date specified by vote or written consent of the holders of at least sixty-seven percent (67%) of the Series B then outstanding.

Series A—The earlier of the closing of a Qualified IPO, or a date specified by vote or written consent of the holders of at least seventy percent (70%) of the Series A then outstanding.

Preferred Stock (all series)—Upon vote or written consent of at least sixty-seven percent (67%) of the outstanding shares of all series, eighty percent (80%) of Series C shares, sixty-seven percent (67%) of Series D shares and sixty-seven percent (67%) of Series E shares.

Liquidation

In the event of any liquidation, dissolution, merger or consolidation (resulting in the common and preferred stockholders’ loss of majority), disposition or transfer of assets, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), and after all declared dividends have been paid, holders of certain series of preferred stock are entitled to participate in the distribution of remaining Company assets along with common stockholders at a rate equal to the following:

Series D—If liquidation occurs within 24 months of the Series D issuance, the Series D holders are entitled to an original issue multiplier ranging from 1.50 - 1.75 times the original issue price.

Series C—The Series C holders are entitled to an original issue price multiplier of 2.00 times the original issue price.

Series A—The Series A holders are entitled to an original issue price multiplier of 2.00 times the original issue price.

Series B, Series C-1 and Series E—The Series B, Series C-1 and Series E holders do not have a multiplier in their preferential treatment in liquidation.

Redemption Rights

Each series of preferred stock is redeemable at the election of its holders, within sixty days after the receipt of a written request from at least a majority of the holders of the outstanding shares of the respective series of preferred stock and at an earliest possible preferred stock redemption date of February 25, 2019. The redemption price is equal to any unpaid cumulative dividends and other dividends plus the original issue price.

Voting Rights

The Series A, Series B and Series D holders each have the right to elect one member of the board of directors (the “Board”). The Series C holders have the right to elect two members of the Board. For voting purposes, the number of votes per holder is equal to the number of shares of common stock into which the shares of preferred stock are convertible. The Series C-1 and Series E holders do not have Board designation rights.

8. Income Tax

As part of the process of preparing the unaudited consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves determining the annual effective tax rate, income tax expense (benefit) and deferred income tax expense (benefit) related to

F-54

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

temporary differences resulting from differing treatment of items, such as the loan loss reserve, timing of depreciation and deferred rent liabilities, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the accompanying consolidated balance sheets. The Company must then assess the likelihood that the deferred tax assets will be recovered through the generation of future taxable income.

Zero income tax has been incurred during the nine months ended September 30, 2013 and 2014 due to the book losses incurred during those periods, the known and anticipated book losses for years ended December 31, 2013 and 2014, respectively, and the significant deferred tax assets available for application should permanent and temporary differences from book income yield taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical losses and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences in the future. Therefore, the Company has recorded a full valuation allowance on its net deferred tax asset.

9. Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above categories, as of December 31, 2013 and September 30, 2014 (in thousands):

	December 31, 2013
Description	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability(1)	$	—	$	—	$	4,446	$	4,446
Total liabilities	$	—	$	—	$	4,446	$	4,446
	September 30, 2014 (unaudited)
Description	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability(1)	$	—	$	—	$	2,802	$	2,802
Total liabilities	$	—	$	—	$	2,802	$	2,802

(1) The warrant liabilities (Note 6) are classified within Level 3 because the liabilities are valued using significant unobservable inputs. The fair value of these warrants is based on a valuation of the Company’s common stock. For valuations obtained through December 31, 2013, the equity value determined was then

F-55

ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

allocated to the common stock using the Option Pricing Method (“OPM”). Estimates of the volatility for the option pricing model were based on the asset volatility of common stock of a group of comparable, publicly-traded companies. For September 30, 2014, we determined the most reasonable estimate of the underlying common stock to be a combination of the OPM, secondary transactions with third-party investors and an IPO scenario as greater clarity developed regarding the price of the stock in a third-party market. Estimates of expected term were based on the remaining contractual period of the warrants.

A hypothetical increase or decrease in assumed asset volatility of 10% in the OPM would result in a negligible impact (less than 0%) to the fair value of the warrants. In the unaudited consolidated statements of operations, changes in fair value are included in warrant liability fair value adjustment.

There were no transfers between levels for the year ended December 31, 2013 and for the nine months ended September 30, 2014.

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The following table presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the nine months ended September 30, 2013 and 2014 (in thousands):

	2013 (unaudited)		2014 (unaudited)
Warrant liability balance at January 1	$	707	$	4,446
Issuance of warrants at fair value		—		—
Exercise of warrants		—		(10,766	)
Change in fair value		1,496		9,122
Warrant liability balance at September 30	$	2,203	$	2,802

Assets and Liabilities Disclosed at Fair Value

The carrying amounts of certain of the Company’s financial instruments, including loans, loans held for sale and debt, approximate fair value due to their short-term nature and are considered Level 3. The carrying value of the Company’s financing obligations, such as debt, approximates fair value, considering the borrowing rates currently available to the Company for financing obligations with similar terms and credit risks.

10. Stock-Based Compensation

The Company maintains the Amended and Restated 2007 Stock Option Plan, pursuant to which the Company has authorized 9,493,194 shares of its common stock for issuance to its employees, directors and non-employee third parties. The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by the Compensation Committee of the Board (the “Committee”). Stock options are granted at exercise prices defined by the Committee but, historically, have been equal to the fair market value of the Company’s common stock at the date of grant. As of September 30, 2014, the Company had 3,006,191 shares allocated to the plan but not yet issued. The options typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an additional three-year period. The options expire ten years from the grant date or, for terminated employees, 90 days after the employee’s termination date. Compensation expense for the fair value of the options at their grant date is recognized ratably over the vesting period.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Stock-based compensation expense related to stock options is allocated to operating expenses in the unaudited consolidated statements of operations and for the nine months ended September 30, 2013 and 2014 was approximately $0.3 million and $1.4 million, respectively.

The following is a summary of option activity for the nine months ended September 30, 2014 (unaudited):

	Number of options			Weighted- Average Exercise Price		Weighted- Average Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at January 1, 2014		3,907,485		$	1.03
Granted		1,795,283			19.11
Exercised		(625,171	)		0.73
Forfeited		(84,835	)		5.04
Expired		(7,361	)		1.09
Outstanding at September 30, 2014		4,985,401		$	7.51		8.60	$	85,999
Exercisable at September 30, 2014		1,397,416		$	0.95		7.48	$	33,278
Vested or expected to vest (in future) as of September 30, 2014		4,238,964		$	7.24		8.54	$	74,264

Stock-based compensation expense related to stock options is included in the following line items in the accompanying consolidated balance sheets and unaudited consolidated statements of operations for the nine months ended September 30 (in thousands):

	2013 (unaudited)		2014 (unaudited)
Sales and marketing	$	71	$	325
Technology and analytics		20		290
Processing and servicing		15		126
General and administrative		161		706
Total	$	267	$	1,447

Total compensation cost related to nonvested awards not yet recognized as of September 30, 2014 was $15.8 million and will be recognized over a weighted-average period of approximately 3.7 years. The aggregate intrinsic value of employee options exercised during the nine months ended September 30, 2013 and 2014 was $0.5 million and $8.6 million, respectively.

Stock Option Modification

Because the original exercise price of stock options granted in January and February 2014 was significantly less than the estimated fair value of the Company’s common stock on the date of grant, in June 2014, the Company’s board of directors increased the exercise price of these stock options. There were 177,000 unvested options modified such that the original exercise price of $1.36 per share was increased to $7.42 per share. As an incentive, impacted optionees were granted additional options for 19,470 shares of common stock at an exercise price of $7.42. The Company made no other changes to the terms of the options and there was no incremental increase in stock-based compensation expense as a result of the modification.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

11. Commitments and Contingencies

Operating Lease Commitments

On January 23, 2014, the Company signed a lease to rent additional space in the same building of its corporate headquarters in New York City. The lease terminates in August 2023 and calls for monthly payments of $61,000, with escalations beginning in its second year. The terms also provide for a tenant allowance of $0.9 million and rent holiday for the first sixteen months. Deferred rent is included in the consolidated balance sheets as a component of accrued expenses and other liabilities.

In November 2011, the Company entered into an operating lease in New York for its corporate headquarters. In March 2013, the Company vacated this office and, in July 2013, the Company entered into a sublease agreement with a tenant. In September 2014, the Company agreed with the lessor on terms to terminate the lease agreement. The Company relieved the recorded sublease liability and accrued the agreed upon termination fee of $0.5 million, resulting in an expense of $0.3 million.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and loans. The Company holds cash, cash equivalents and restricted cash in accounts at regulated domestic financial institutions in amounts that may exceed FDIC insured amounts. The Company believes these institutions to be of high credit quality and has not experienced any related losses to date.

The Company is exposed to default risk on borrower loans originated. The Company performs evaluations of borrowers’ financial conditions as needed and does not allow borrowers to have more than two loans outstanding at any one time. There is no single borrower or group of borrowers that comprise a significant portion of the Company’s loan portfolio.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.

12. Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment.

Substantially all revenue was generated and all assets were held in the United States during the periods presented. In April 2014, the Company began originating loans with Canadian customers. All Canadian activity through the issuing date of these unaudited consolidated financial statements has been insignificant.

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ON DECK CAPITAL, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

13. Subsequent Events

The Square 1 Agreement was amended and restated on November 3, 2014 increasing the credit limit from $15 million to $20 million, reducing the applicable interest rate from 5.0% to prime plus 1.25% with a 4.5% floor per annum and extending the commitment termination date to October 30, 2015.

The Company has evaluated subsequent events through the issuance date of these unaudited consolidated financial statements and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the unaudited consolidated financial statements, other than those previously disclosed.

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Through and including                 , 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Estimated expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale of the common stock being registered under this registration statement are as follows:

SEC registration fee	$	*
FINRA filing fee		*
NYSE Listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses (including legal fees)		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

On completion of this offering, the Registrant’s amended and restated certificate of incorporation will contain provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s amended and restated certificate of incorporation and bylaws will provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate of incorporation and bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

II-1

The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriters of the Registrant and its executive officers and directors, and by the Registrant of the underwriters, for certain liabilities, including liabilities arising under the Securities Act.

See also the undertakings set out in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Securities.

During the last three years, the Registrant sold the following unregistered securities:

Convertible Promissory Note Issuances

In December 2012, the Registrant issued convertible senior unsecured notes in the aggregate principal amount of $8 million in a private placement. We refer to these notes as the 2012 convertible notes. The 2012 convertible notes accrued interest at a rate equal to 6.0% per year. Each of these notes was converted into shares of our Series D preferred stock in February 2013 at a discount of 10% to the price of our Series D preferred stock in connection with our Series D preferred stock financing.

Warrant Issuances and Exercises

In November 2011, the Registrant issued warrants to purchase a total of 238,863 shares of its common stock to six investors at a weighted average exercise price of $0.59 per share. Two of such warrants, representing a right to purchase an aggregate of 10,338 shares of common stock have since expired by their terms.

In July, September, October, November and December 2012, the Registrant issued warrants to purchase a total of 442,664 shares of its Series C-1 preferred stock to two accredited investors at an exercise price of $5.53 per share.

In August and October 2013, and January, September and October 2014, the Registrant issued warrants to purchase a total of 1,183,248 shares of its common stock to three accredited investors at a weighted average exercise price of $20.12 per share.

In March 2014 and June 2014, the Registrant issued warrants to purchase a total of 15,000 shares of its Series E preferred stock to two accredited investors at an exercise price of $29.42 per share.

In December 2011 and April 2012, the Registrant issued 25,776 shares of common stock to three investors upon the cashless net exercise of three outstanding warrants based on an exercise price of $0.53 per share for an aggregate net exercise price of $13,661.

In August, September and October 2014, the Registrant issued 1,500,603 shares of common stock to 19 accredited investors upon the exercise of outstanding warrants based on a weighted average cash exercise price of $0.78 per share for an aggregate purchase price of $1,171,877.

In August and September 2014, the Registrant issued 254,220 shares of Series B preferred stock to six accredited investors upon the exercise of outstanding warrants based on a weighted average exercise price of $2.95 per share for an aggregate purchase price of $749,999.

In July, August and September 2014, the Registrant issued 305,164 shares of Series C-1 preferred stock to seven accredited investors upon the exercise of outstanding warrants based on an exercise price of $5.53 per share for an aggregate purchase price of $1,686,275.

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Preferred Stock Issuances

On January 26, 2012, the Registrant sold 850,556 shares of its Series C-1 preferred stock to two accredited investors at a purchase price per share of $5.53 for aggregate gross proceeds of approximately $4.7 million.

On February 7, 2013, and at an additional closing on April 19, 2013, the Registrant sold 7,233,878 shares of its Series D preferred stock to eleven accredited investors at a purchase price per share of $8.32 for aggregate gross proceeds of approximately $60.2 million. A portion of the proceeds from this transaction was used for the repurchase of shares of common stock, including the repurchases described in the section titled “Certain Relationships and Related Party and Other Transactions.”

On February 27, 2014, the Registrant sold 2,617,273 shares of its Series E preferred stock to fourteen accredited investors at a purchase price per share of $29.42 for aggregate gross proceeds of approximately $77.0 million.

Amended and Restated 2007 Stock Incentive Plan-Related Issuances

The Registrant has granted to its directors, officers and employees options to purchase 5,476,829 shares of common stock under its Amended and Restated 2007 Stock Incentive Plan with per share exercise prices ranging from $0.75 to $24.76.

The Registrant issued and sold an aggregate of 1,456,342 shares of its common stock upon the exercise of options issued to certain employees, directors and consultants under its Amended and Restated 2007 Stock Incentive Plan at exercise prices ranging from $0.53 to $1.53, for aggregate consideration of $983,317.

The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, or Regulation D, Regulation S, or Rule 701 promulgated under the Securities Act as transactions by an issuer in a private offering to certain types of investors, in an offshore transaction, or pursuant to benefit plans and contracts relating to compensation as provided in the applicable statutes, rules and regulations.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:

We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement.

(b) Financial Statement Schedules.

All other schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes.

Item 17. Undertakings.

The Registrant hereby undertakes to provide to the underwriters at the closing as specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or

II-3

otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on                     , 2014.

ON DECK CAPITAL, INC.
By:
	Noah Breslow Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Noah Breslow, Howard Katzenberg and Cory Kampfer, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the registration statement on Form S-1 of On Deck Capital, Inc. and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below:

Signature	Title	Date
Noah Breslow	Chief Executive Officer and Director (Principal Executive Officer)	, 2014
Howard Katzenberg	Chief Financial Officer (Principal Financial Officer)	, 2014
David Hartwig	Director	, 2014
J. Sanford Miller	Director	, 2014
James D. Robinson III	Director	, 2014
Jane J. Thompson	Director	, 2014

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Signature	Title	Date
Ronald F. Verni	Director	, 2014
Neil E. Wolfson	Director	, 2014

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement.
3.1#	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.
3.3#	Amended and Restated Bylaws of the Registrant, as currently in effect.
3.4	Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.
4.1	Form of common stock certificate.
4.2#	Ninth Amended and Restated Investors’ Rights Agreement, dated March 13, 2014, by and among the Registrant and certain of its stockholders.
4.3#	Form of warrant to purchase Series B preferred stock.
4.4#	Form of warrant to purchase Series C-1 preferred stock.
4.5#	Form of warrant to purchase Series E preferred stock.
4.6#	Form of warrant to purchase common stock.
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1+	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
10.2+	Amended and Restated 2007 Stock Incentive Plan and forms of agreements thereunder.
10.3+	2014 Equity Incentive Plan and form of agreement thereunder.
10.4	2014 Employee Stock Purchase Plan and form of agreement thereunder.
10.5+*	Confirmatory Employment Offer Letter between the Registrant and Noah Breslow.
10.6+*	Confirmatory Employment Offer Letter between the Registrant and James Hobson.
10.7+*	Confirmatory Employment Offer Letter between the Registrant and Howard Katzenberg.
10.8#	Lease, dated September 25, 2012, by and between the Registrant and 1400 Broadway Associates L.L.C.
10.9	Amended and Restated Loan and Security Agreement, dated November 3, 2014, by and between the Registrant and Square 1 Bank.
10.10#	Amended and Restated Credit Agreement, dated September 15, 2014, by and among OnDeck Account Receivables Trust 2013-1 LLC, Deutsche Bank AG, New York Branch, Deutsche Bank Trust Company Americas and Deutsche Bank Securities Inc.
10.11#	Second Amended and Restated Loan and Security Agreement, dated March 21, 2011, by and among Small Business Asset Fund 2009 LLC, each Lender party thereto from time to time and Deutsche Bank Trust Company Americas, as amended January 10, 2014.
10.12#	Amended and Restated Credit Agreement, dated October 17, 2014, by and among On Deck Asset Company, LLC, each Lender party thereto from time to time, ODBL IV, LLC and Deutsche Bank Trust Company Americas.
10.13#	Base Indenture, dated May 8, 2014, by and between OnDeck Asset Securitization Trust LLC and Deutsche Bank Trust Company Americas.

Exhibit Number	Description
10.14#	Series 2014-1 Supplement, dated May 8, 2014, by and between OnDeck Asset Securitization Trust LLC and Deutsche Bank Trust Company Americas.
10.15#	Credit Agreement, dated August 15, 2014, by and among OnDeck Asset Pool, LLC, Jefferies Mortgage Funding, LLC and Deutsche Bank Trust Company Americas.
10.16	Form of Managed Applicant Commission Agreement between the Registrant and its funding advisors.
10.17+	Employee Bonus Plan.
10.18+	Outside Director Compensation Policy.
10.19+*	Change in Control and Severance Agreement between the Registrant and Noah Breslow.
10.20+*	Change in Control and Severance Agreement between the Registrant and other executive officers.
21.1#	List of subsidiaries of the Registrant.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1*	Power of Attorney (see page II-5 to this registration statement on Form S-1).

* To be filed by amendment.

+ Indicates a management contract or compensatory plan.

# Previously submitted.

EX-1

Exhibit 1.1

[            ] Shares

ON DECK CAPITAL, INC.

COMMON STOCK, $0.01 PAR VALUE PER SHARE

UNDERWRITING AGREEMENT

[            ], 2014

            , 2014

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As representatives of the several Underwriters

named in Schedule I hereto

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

On Deck Capital, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of the Common Stock, $0.01 par value per share, of the Company (the “Firm Shares”).

The Company also proposes to issue and sell to the several Underwriters not more than an additional [•] shares of Common Stock, $0.01 par value per share, of the Company (the “Additional Shares”) if and to the extent that you, as representatives of the several Underwriters (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, $0.01 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness together with the documents and pricing information set forth in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.

1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood that the only such information is that described in Section 9(b) hereof.

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(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d) The consolidated financial statements of the Company and its consolidated subsidiaries, together with related notes, as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated subsidiaries, at the indicated dates and for the indicated periods. Such financial statements and related notes thereto have been prepared in accordance with United States generally accepted principles of accounting (“U.S. GAAP”), consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary and selected consolidated financial data included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The pro forma financial statements and other pro forma financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements, have been properly compiled on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. All disclosures contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission under the Securities Act) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not included as required.

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(e) Ernst & Young LLP, who has certified certain of the financial statements filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(f) The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the rules and regulations promulgated in connection therewith, that are in effect and with which the Company is required to comply (including Section 402 related to loans). As of the date of the initial filing of the Registration Statement, there were no outstanding personal loans made, directly or indirectly, by the Company or any of its subsidiaries to any director or executive officer of the Company or any of its subsidiaries.

(g) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(h) Each subsidiary of the Company has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are applicable under such laws), has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent such concepts are applicable under such laws), except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(i) This Agreement has been duly authorized, executed and delivered by the Company.

(j) As of the closing of the sale of the Firm Shares, the authorized capital stock of the Company will conform as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(k) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

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(l) The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights that have not been validly waived.

(m) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in the case of clauses (i), (iii) and (iv) above, where such contravention would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or a material effect on the ability of the Company to perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained for the performance by the Company of its obligations under this Agreement, except (i) such as has previously been obtained and (ii) such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the Shares.

(n) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(o) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents to which the Company is subject or by which the Company is bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

(p) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

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(q) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(r) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(s) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(t) Except as have been validly waived in connection with the offering or as described in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(u) Neither the Company nor any of its subsidiaries or controlled affiliates, nor any director or officer, nor, to the Company’s knowledge, any of its non-controlled affiliates or any employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates acting on behalf of the Company or any of its subsidiaries or controlled affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the Company or its subsidiaries; and the Company and its subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws.

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(v) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(w) (i) Neither the Company nor any of its subsidiaries, nor any director or, officer thereof, nor, to the Company’s knowledge, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

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(x) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and except as disclosed in the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock other than from its employees or other service providers in connection with the termination of their service, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

(y) The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially diminish the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus and the Prospectus.

(z) The Company and its subsidiaries own or possess, license or otherwise have a valid right to use, or can acquire on commercially reasonable terms, all material (i) trademarks and service marks and trade names, and all goodwill associated therewith, (ii) patents and inventions, (iii) trade secrets and other confidential information, (iv) copyrights, and (v) domain names (collectively, “Intellectual Property”) currently employed by them in connection with the business now operated by them, except where the failure to own or possess, license or otherwise have a valid right to use, or acquire on commercially reasonable terms any of the foregoing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with Intellectual Property rights of others or in regard to rights of privacy or publicity which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole. To the Company’s knowledge and except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, (i) the Company has not obtained or used any of its Intellectual Property in violation of any contractual obligation of the Company or any of its subsidiaries or their respective officers, directors or employees, and (ii) no person or entity is infringing or misappropriating the Company’s Intellectual Property or has challenged the rights of the Company or any subsidiary to their Intellectual Property or the validity or enforceability

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of such Intellectual Property. The Company and its subsidiaries have taken commercially reasonable measures to protect their rights in Intellectual Property, including commercially reasonable steps in accordance with normal industry practice to maintain the confidentiality of their trade secrets and prevent the unauthorized dissemination of their confidential information or, to the extent required by contract, the confidential information of third parties in their possession.

(aa) The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not have a material adverse effect; neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (A) the Company or any of the subsidiaries to permit reverse engineering of any products or services of the Company or any of the subsidiaries, or any software code or other technology owned by the Company or any of the subsidiaries or (B) any products or services of the Company or any of the subsidiaries, or any software code or other technology owned by the Company or any of the subsidiaries, to be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributed at no charge, except, in the case of each of (A) and (B) above, such as would not have a material adverse effect.

(bb) The Company and its subsidiaries own or have a valid right to access and use all material computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”), except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company and its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.

(cc) The Company has operated its business in a manner compliant with all privacy, data security and data protection laws and regulations, all contractual obligations and all Company policies applicable to the Company’s collection, handling, usage, disclosure and storage of all personally identifiable data (“Personal Data”), along with all other data, including without limitation, IP addresses, mobile device identifiers and website usage activity data (“Device and Activity Data”), except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. In addition, in collecting, handling, using, disclosing and/or storing Device and Activity Data, the Company complies in all material respects with all applicable industry guidelines and codes of conduct. The Company has implemented and maintains policies

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and procedures designed to ensure the integrity, security and confidentiality of all Personal Data and all Device and Activity Data collected, handled, used, disclosed and/or stored in connection with the Company’s operation of its business. The Company complies with privacy, data security and data protection laws, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect, and has policies and procedures in place designed to ensure privacy, data security and data protection laws are materially complied with and takes appropriate steps which are reasonably designed to assure compliance in all material respects with such policies and procedures. Such policies and procedures comply in all material respects with all laws and regulations applicable to the Company as well as all contractual obligations applicable to Company. To the Company’s knowledge, the Company has not experienced any security incident that has compromised the privacy and/or security of any Personal Data.

(dd) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(ee) The Company and its subsidiaries, taken as a whole, are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and the Company has no reason to believe that it and its subsidiaries, taken as a whole, will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(ff) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses except where the failure to obtain such certificates, authorizations or permits would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(gg) To the Company’s knowledge, there are no affiliations or associations between any member of the Financial Industry Regulatory Authority, Inc. and any of the Company’s officers, directors or 5% or greater securityholders.

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(hh) The Company and its subsidiaries, taken as a whole, maintain a system of internal accounting controls over financial reporting sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) has been identified and (ii) no change in the Company’s internal control over financial reporting has occurred that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

(ii) Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(jj) The Shares to be delivered on the Closing Date or Option Closing Date, as the case may be, have been approved for listing subject to notice of issuance on the [•].

(kk) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a material adverse effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which would reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.

(ll) From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

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(mm) The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications [other than those listed on Schedule [•] hereto]. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

(nn) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(oo) The statistical and market-related data included in the Registration Statement, the Prospectus and the Time of Sale Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.

(pp) The Company and its subsidiaries are in compliance with and conduct their business in conformity with, all applicable laws and regulations, except where the failure to so comply or conform would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[•] a share (the “Purchase Price”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [•] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the

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Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[•] a share (the “Public Offering Price”) and to certain dealers selected by you at a price that represents a concession not in excess of $[•] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[•] a share, to any Underwriter or to certain other dealers.

4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [            ], 2014, or at such other time on the same or such other date, not later than [            ], 2014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [            ], 2014, as shall be designated in writing by you.

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an

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Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

5. Conditions to the Underwriters’ Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [            ] (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company on behalf of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.

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(c) The Underwriters shall have received on the Closing Date a certificate dated the Closing Date and signed by the Chief Financial Officer of the Company, in his capacity as such, with respect to certain financial and accounting information in the Registration Statement, the Time of Sale Prospectus and the Prospectus, in form and substance satisfactory to the Representatives.

(d) The Underwriters shall have received on the Closing Date an opinion of Wilson Sonsini Goodrich & Rosati PC, outside counsel for the Company, dated the Closing Date, substantially in the form attached as Exhibit D hereto.

(e) The Underwriters shall have received on the Closing Date an opinion of Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representatives.

With respect to Sections 5(d) and 5(e) above, Wilson Sonsini Goodrich & Rosati PC and Orrick, Herrington & Sutcliffe LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified.

The opinion of Wilson Sonsini Goodrich & Rosati PC described in Section 5(d) above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

(h) The Firm Shares and Additional Shares, if any, shall have been approved for quotation upon notice of issuance on the [•].

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(i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following:

(i) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion of Wilson Sonsini Goodrich & Rosati PC, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

(iii) an opinion of Orrick, Herrington & Sutcliffe LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof;

(iv) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and

(v) such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

6. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to you, without charge, nine signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

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(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

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(g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction or (ii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 6(l).

(j) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement through the Time of Sale Prospectus or otherwise, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(k) The Company will use its best efforts to list the Shares, subject to notice of issuance, for quotation on the [•].

(l) The Company also covenants with each Underwriter that, without the prior written consent of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

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(m) The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof pursuant to stock plans or other agreements disclosed in the Time of Sale Prospectus, (c) the issuance by the Company of shares or options to purchase shares of Common Stock pursuant to the Company’s equity plans disclosed in the Time of Sale Prospectus, (d) the filing by the Company of a registration statement on Form S-8 or a successor form thereto, (e) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement or (f) the entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (e) and (f), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (e) and (f) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this agreement and all recipients of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock shall enter into a “lock-up” agreement substantially in the form of Exhibit A hereto.

(n) If Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 5(g) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

7. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the reasonable, documented cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with

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the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable, documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on [•], (v) the cost of printing certificates representing the Shares, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Company relating to travel expenses of the officers of the Company in connection with any “road show” undertaken in connection with the marketing of the offering of the Shares, and 50% of the cost of any aircraft chartered in connection with the road show (the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (viii) the document production charges and expenses associated with printing this Agreement, and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses and the costs and expenses incident to the performance of their obligations under this Agreement set forth in this Section, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make, travel and lodging expenses incurred by them in connection with any road show and the costs and expenses of the Company relating to any “road show” other than those described in Section 7(vii), fees and expenses related to the acquisition of third party research reports in connection with the transactions contemplated in this Agreement, all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, and all fees or expenses in connection with the mailing and delivering of copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, to the Underwriters and dealers, in the quantities hereinabove specified, including all printing costs associated therewith.

The provisions of this Section shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.

8. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

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9. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, or the Prospectus or any amendment or supplement thereto; it being understood and agreed that the only such information furnished by any Underwriter consists of the following: [•].

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred, documented fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the

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same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 9(a), and by the Company, in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses but after deducting underwriting discounts and commissions) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering

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Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 9(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

10. Termination. The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, or the NASDAQ Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or

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together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus. If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party except as provided in Section 7 hereof, and provided further that Sections 1, 9 and 14 hereof shall survive such termination and remain in full force and effect.

11. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

24

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

12. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to Morgan Stanley & Co. LLC at 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, and to Merrill Lynch, Pierce, Fenner & Smith Incorporated at One Bryant Park, New York, New York 10036,

25

Attention: Syndicate Department, with a copy by facsimile to (212) 230-8730, Attention: ECM Legal; and if to the Company shall be delivered, mailed or sent to 1400 Broadway, 25th Floor, New York, New York 10018, Attention: Cory Kampfer, with a copy (which shall not constitute notice) to Larry Sonsini and Tony Jeffries, Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304.

Very truly yours,
ON DECK CAPITAL, INC.
By:
	Name:
	Title:

26

Accepted as of the date hereof

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Acting severally on behalf of themselves and the

    several Underwriters named in Schedule I hereto

By:	Morgan Stanley & Co. LLC
By:
	Name:
	Title:
By:	Merrill Lynch, Pierce, Fenner & Smith  Incorporated
By:
	Name:
	Title:

27

SCHEDULE I

Underwriter	Number of Firm Shares To Be Purchased
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith      Incorporated
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Jefferies LLC
Raymond James & Associates, Inc.
Stifel, Nicolaus & Company, Incorporated
Needham & Company, LLC
Total:

I-1

SCHEDULE II

Time of Sale Prospectus

1. Preliminary Prospectus issued [date]

2. [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]

3. [free writing prospectus containing a description of terms that does not reflect final terms]

II-1

EXHIBIT A

FORM OF LOCK-UP LETTER

                , 2014

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

   Incorporated

c/o Morgan Stanley & Co. LLC

      1585 Broadway

      New York, NY 10036

c/o Merrill Lynch, Pierce, Fenner & Smith

         Incorporated

      One Bryant Park

      New York, New York 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with On Deck Capital, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Common Stock of the Company, $0.01 par value per share (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing immediately prior to the date of filing of a registration statement on Form S-1/A containing a valid preliminary prospectus and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a) the sale of securities pursuant to the terms of the Underwriting Agreement;

A-1

(b) transactions relating to shares of Common Stock or other securities acquired either in the Public Offering or in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in either the Public Offering or in such open market transactions during the Restricted Period;

(c) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) to the spouse, domestic partner, parent, sibling, child or grandchild (each, an “immediate family member”) of the undersigned or to a trust formed for the benefit of the undersigned or of an immediate family member of the undersigned, (ii) by a bona fide gift, will or intestacy, (iii) if the undersigned is a corporation, partnership, limited liability company, investment fund or other business entity (A) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned, (B) to investment funds under common management with the undersigned or the limited partners, general partners or other principals of such funds or the undersigned or (C) as part of a disposition, transfer or distribution by the undersigned to its equity holders or (iv) if the undersigned is a trust, to a trustor or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to this clause, (i) each donee, transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period;

(d) the receipt by the undersigned from the Company of shares of Common Stock upon the vesting of restricted stock awards or other securities convertible into Common Stock or upon the exercise of options or warrants, or the transfer of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period;

(e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period;

A-2

(f) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law, pursuant to a qualified domestic order or in connection with a divorce settlement; provided that the transferee shall sign and deliver a lock-up letter substantially in the form of this agreement prior to such transfer; provided, further, that if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period, the undersigned shall include a statement in such report to the effect that such transfer was made pursuant to a domestic order or divorce settlement; or

(g) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement.

In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company will agree or has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

A-3

In the event that a release is granted to any director, officer or 1% or greater equity holder other than the undersigned relating to the lockup restrictions set forth above for shares of the Company’s Common Stock, the same percentage of shares of the Company’s Common Stock held by the undersigned (the “Pro-rata Release”) shall be immediately and fully released on the same terms from any remaining lockup restrictions set forth herein; provided, however, that such Pro-rata Release shall not be applied in the event of (a) releases granted to any individual party by the Representatives in an amount less than or equal to 100,000 shares (as of the date of the proposed release, and without any adjustment after this date for any stock splits or stock dividends) of the Company’s Common Stock from such lockup restrictions in respect of such party, or (b) any primary or secondary public offering or sale that is underwritten (“the Underwritten Sale”) of the Company’s Common Stock during the restricted period set forth above, provided, however, that, to the extent that the undersigned has a contractual right to participate in the Underwritten Sale, the undersigned is offered the opportunity to participate on a pro rata basis with and otherwise on the same terms as any other equity holders in such Underwritten Sale. The provisions of this paragraph are subject to the restrictions contained in the Company’s Ninth Amended and Restated Investors’ Rights Agreement, and no amendment of those provisions is implied. In the event that any percentage of such Common Stock released from the lockup restrictions are subject to any restrictions of the type set forth in clause (1) or (2) of the second paragraph of this agreement, the same restrictions shall be applicable to the release of the same percentage of the Company’s Common Stock held by the undersigned. In the event that the undersigned is released from any of its obligations under this agreement or, by virtue of this agreement, becomes entitled to offer, pledge, sell, contract to sell, or otherwise dispose of any Common Stock (or any securities convertible into Common Stock) prior to the date that is 180 days after the date of the Prospectus, the Representatives shall use their commercially reasonable efforts to provide notification of such to the undersigned within three (3) business days thereof; provided that the failure to provide such notice shall not give rise to any claim or liability against the Representatives or the Underwriters. Notwithstanding any other provisions of this lock-up agreement, if the Representatives in their sole judgment determine that a record or beneficial owner of any securities should be granted an early release from a lock-up agreement due to circumstances of an emergency or hardship, then the undersigned shall not have any right to be granted an early release pursuant to the terms of this paragraph.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

[The remainder of this page is intentionally left blank.]

A-4

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This agreement shall automatically terminate and be of no further force and effect upon the earlier to occur of: (i) the Company advising the Underwriters in writing prior to the execution of the Underwriting Agreement that it does not intend to proceed with the Public Offering; (ii) the termination of the Underwriting Agreement before the closing of the Public Offering; (iii) the registration statement for the Public Offering is withdrawn; or (iv) May 31, 2015, if the Underwriting Agreement has not been executed by that date.

Very truly yours,

(Name)

(Address)

A-5

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

_____________, 20__

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by On Deck Capital, Inc. (the “Company”) of [•] shares of common stock, $[•] par value (the “Common Stock”), of the Company and the lock-up letter dated [            ], 2014 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [            ], 20[    ], with respect to [•] shares of Common Stock (the “Shares”).

Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [            ], 20[    ]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Very truly yours,

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

B-1

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto
Morgan Stanley & Co. LLC
By:
	Name:
	Title:
Merrill Lynch, Pierce, Fenner & Smith  Incorporated
By:
	Name:
	Title:

cc: Company

B-2

EXHIBIT C

FORM OF PRESS RELEASE

On Deck Capital, Inc.

[Date]

On Deck Capital, Inc. (the “Company”) announced today that Morgan Stanley & Co. LLC, the lead book-running manager in the Company’s recent public sale of [•] shares of common stock is [waiving][releasing] a lock-up restriction with respect to [•] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on [            ], 20[    ] , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

C-1

EX-3

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

ON DECK CAPITAL, INC.

(initially adopted on             )

(as amended on [    ] and effective as of the

closing of the corporation’s initial public offering)

TABLE OF CONTENTS

			Page
ARTICLE I—CORPORATE OFFICES				1
	1.1	REGISTERED OFFICE		1
	1.2	OTHER OFFICES		1
ARTICLE II—MEETINGS OF STOCKHOLDERS				1
	2.1	PLACE OF MEETINGS		1
	2.2	ANNUAL MEETING		1
	2.3	SPECIAL MEETING		1
	2.4	ADVANCE NOTICE PROCEDURES		2
	2.5	NOTICE OF STOCKHOLDERS’ MEETINGS		6
	2.6	QUORUM		6
	2.7	ADJOURNED MEETING; NOTICE		6
	2.8	CONDUCT OF BUSINESS		6
	2.9	VOTING		7
	2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		7
	2.11	RECORD DATES		7
	2.12	PROXIES		8
	2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE		8
	2.14	INSPECTORS OF ELECTION		9
ARTICLE III—DIRECTORS				9
	3.1	POWERS		9
	3.2	NUMBER OF DIRECTORS		10
	3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		10
	3.4	RESIGNATION AND VACANCIES		10
	3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		11
	3.6	REGULAR MEETINGS		11
	3.7	SPECIAL MEETINGS; NOTICE		11
	3.8	QUORUM; VOTING		12
	3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		12
	3.10	FEES AND COMPENSATION OF DIRECTORS		12
	3.11	REMOVAL OF DIRECTORS		12
ARTICLE IV—COMMITTEES				13
	4.1	COMMITTEES OF DIRECTORS		13
	4.2	COMMITTEE MINUTES		13
	4.3	MEETINGS AND ACTION OF COMMITTEES		13
	4.4	SUBCOMMITTEES		14
ARTICLE V—OFFICERS				14
	5.1	OFFICERS		14
	5.2	APPOINTMENT OF OFFICERS		14
	5.3	SUBORDINATE OFFICERS		14
	5.4	REMOVAL AND RESIGNATION OF OFFICERS		14

-i-

TABLE OF CONTENTS

(continued)

			Page
	5.5	VACANCIES IN OFFICES		15
	5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		15
	5.7	AUTHORITY AND DUTIES OF OFFICERS		15
ARTICLE VI—STOCK				15
	6.1	STOCK CERTIFICATES; PARTLY PAID SHARES		15
	6.2	SPECIAL DESIGNATION ON CERTIFICATES		16
	6.3	LOST CERTIFICATES		16
	6.4	DIVIDENDS		16
	6.5	TRANSFER OF STOCK		17
	6.6	STOCK TRANSFER AGREEMENTS		17
	6.7	REGISTERED STOCKHOLDERS		17
ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER				17
	7.1	NOTICE OF STOCKHOLDERS’ MEETINGS		17
	7.2	NOTICE BY ELECTRONIC TRANSMISSION		18
	7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS		18
	7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL		19
	7.5	WAIVER OF NOTICE		19
ARTICLE VIII—FORUM FOR CERTAIN ACTIONS				19
ARTICLE IX—INDEMNIFICATION				20
	9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS		20
	9.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION		20
	9.3	SUCCESSFUL DEFENSE		20
	9.4	INDEMNIFICATION OF OTHERS		21
	9.5	ADVANCE PAYMENT OF EXPENSES		21
	9.6	LIMITATION ON INDEMNIFICATION		21
	9.7	DETERMINATION; CLAIM		22
	9.8	NON-EXCLUSIVITY OF RIGHTS		22
	9.9	INSURANCE		22
	9.10	SURVIVAL		23
	9.11	EFFECT OF REPEAL OR MODIFICATION		23
	9.12	CERTAIN DEFINITIONS		23
ARTICLE X—GENERAL MATTERS				23
	10.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		23
	10.2	FISCAL YEAR		24
	10.3	SEAL		24
	10.4	CONSTRUCTION; DEFINITIONS		24
ARTICLE XI—AMENDMENTS				24

-ii-

BYLAWS OF ON DECK CAPITAL, INC.

ARTICLE I—CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of On Deck Capital, Inc. shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time.

1.2 OTHER OFFICES

The corporation’s board of directors may at any time establish other offices within or without the state of Delaware at any place or places as it shall determine.

ARTICLE II—MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The board of directors may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

2.3 SPECIAL MEETING

(i) A special meeting of the stockholders, other than those required by statute, may be called at any time by (A) the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer or (D) the president (in the absence of a chief executive officer), but a special meeting may not be called by any other person or persons. The board of directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(ii) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, chairperson of the board of directors, chief executive officer or president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4 ADVANCE NOTICE PROCEDURES

(i) Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. For the avoidance of doubt, except for proposals properly made in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”), and the regulations thereunder (or any successor rule and in any case as so amended), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a) To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment, rescheduling or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the

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stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for the determination of stockholders entitled to notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(a) To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

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(b) To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among any of the stockholder, each nominee and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or relating to the nominee’s potential service on the board of directors, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders at least the percentage of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c) At the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the corporation and (3) that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

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(d) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For a special meeting of stockholders at which directors are to be elected or re-elected pursuant to Section 2.3, nominations of persons for election or re-election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such meeting. In no event shall any adjournment, rescheduling or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included in the corporation’s proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 2.4 shall be deemed to affect any right of the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

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2.5 NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.6 QUORUM

The holders of a majority of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

Whether or not a quorum is present at a meeting of stockholders, the chairperson of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

2.7 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8 CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of

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such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

2.11 RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

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If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.12 PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of any means of electronic transmission which sets forth or is submitted with information from which it can be determined that the means of electronic transmission was authorized by the stockholder.

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication,

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then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.14 INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy; provided further that, in any case, if no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint at least one (1) inspector to act at the meeting.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii) receive votes, ballots or consents;

(iii) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(iv) count and tabulate all votes or consents;

(v) determine when the polls shall close;

(vi) determine the result; and

(vii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III—DIRECTORS

3.1 POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

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3.2 NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

In accordance with the provisions of the certificate of incorporation, the directors of the corporation shall be divided into three classes.

3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Delaware Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

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3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

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3.8 QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11 REMOVAL OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, any director may be removed from office by the stockholders of the corporation only for cause.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

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ARTICLE IV—COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 3.9 (action without a meeting); and

(vi) Section 7.5 (waiver of notice).

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the board of directors; and

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(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors or a committee may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4 SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V—OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a chief executive officer and/or president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by (A) an affirmative vote of the majority of the board of directors at any regular or special meeting of the board of directors or, (B) except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. In accordance with clause (B) of this Section 5.4, the board of directors may empower the chief executive officer or, in the absence of a chief executive officer, the president, to remove, such other officers and agents as the business of the corporation may require that were not chosen by the board of directors.

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Any officer may resign at any time by giving written or electronic notice to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the chief executive officer and/or president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the chief executive officer and/or president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other equity interests of any other corporation or corporations or entity or entities standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

ARTICLE VI—STOCK

6.1 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson of the board of directors or vice-chairperson of the board of directors, or the chief executive officer and/or president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a share certificate in bearer form.

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The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 151, 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 LOST CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

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The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5 TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, subject to Section 6.3 of these bylaws, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

6.6 STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7 REGISTERED STOCKHOLDERS

The corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER

7.1 NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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7.2 NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply with respect to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a

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single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII—FORUM FOR CERTAIN ACTIONS

Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this bylaw.

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ARTICLE IX—INDEMNIFICATION

9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

9.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

9.3 SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 9.1 or Section 9.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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9.4 INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article IX, the corporation shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate to such person or persons, as the board shall in its discretion determine, the determination of whether employees or agents shall be indemnified.

9.5 ADVANCE PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) actually and reasonably incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article IX or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 9.6(ii) or 9.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

9.6 LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 9.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article IX in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 9.7 or (d) otherwise required by applicable law; or

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(v) if prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

9.7 DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article IX is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article IX, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

9.8 NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

9.9 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

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9.10 SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article IX shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

9.11 EFFECT OF REPEAL OR MODIFICATION

A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

9.12 CERTAIN DEFINITIONS

For purposes of this Article IX, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article IX.

ARTICLE X—GENERAL MATTERS

10.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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10.2 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

10.3 SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

10.4 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE XI—AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ²⁄₃%) of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any provision of these bylaws. The board of directors shall also have the power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

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ON DECK CAPITAL, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of On Deck Capital, Inc., a Delaware corporation and that the foregoing bylaws, comprising 24 pages, were amended and restated on [    ] by the corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this             day of             , 2014.

Secretary

EX-3

Exhibit 3.4

AMENDED AND RESTATED BYLAWS OF

ON DECK CAPITAL, INC.

(initially adopted on             )

(as amended on      and effective as of the

closing of the corporation’s initial public offering)

TABLE OF CONTENTS

		Page
ARTICLE I—CORPORATE OFFICES			1
1.1	REGISTERED OFFICE		1
1.2	OTHER OFFICES		1
ARTICLE II—MEETINGS OF STOCKHOLDERS			1
2.1	PLACE OF MEETINGS		1
2.2	ANNUAL MEETING		1
2.3	SPECIAL MEETING		1
2.4	ADVANCE NOTICE PROCEDURES		2
2.5	NOTICE OF STOCKHOLDERS’ MEETINGS		6
2.6	QUORUM		6
2.7	ADJOURNED MEETING; NOTICE		6
2.8	CONDUCT OF BUSINESS		6
2.9	VOTING		7
2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		7
2.11	RECORD DATES		7
2.12	PROXIES		8
2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE		8
2.14	INSPECTORS OF ELECTION		9
ARTICLE III—DIRECTORS			10
3.1	POWERS		10
3.2	NUMBER OF DIRECTORS		10
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		10
3.4	RESIGNATION AND VACANCIES		10
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		11
3.6	REGULAR MEETINGS		11
3.7	SPECIAL MEETINGS; NOTICE		11
3.8	QUORUM; VOTING		12
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		12
3.10	FEES AND COMPENSATION OF DIRECTORS		12
3.11	REMOVAL OF DIRECTORS		12
ARTICLE IV—COMMITTEES			13
4.1	COMMITTEES OF DIRECTORS		13
4.2	COMMITTEE MINUTES		13
4.3	MEETINGS AND ACTION OF COMMITTEES		13
4.4	SUBCOMMITTEES		14
ARTICLE V—OFFICERS			14
5.1	OFFICERS		14
5.2	APPOINTMENT OF OFFICERS		14
5.3	SUBORDINATE OFFICERS		14
5.4	REMOVAL AND RESIGNATION OF OFFICERS		14

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TABLE OF CONTENTS

(continued)

		Page
5.5	VACANCIES IN OFFICES		15
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		15
5.7	AUTHORITY AND DUTIES OF OFFICERS		15
ARTICLE VI—STOCK			15
6.1	STOCK CERTIFICATES; PARTLY PAID SHARES		15
6.2	SPECIAL DESIGNATION ON CERTIFICATES		16
6.3	LOST CERTIFICATES		16
6.4	DIVIDENDS		16
6.5	TRANSFER OF STOCK		17
6.6	STOCK TRANSFER AGREEMENTS		17
6.7	REGISTERED STOCKHOLDERS		17
ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER			17
7.1	NOTICE OF STOCKHOLDERS’ MEETINGS		17
7.2	NOTICE BY ELECTRONIC TRANSMISSION		18
7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS		18
7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL		19
7.5	WAIVER OF NOTICE		19
ARTICLE VIII—FORUM FOR CERTAIN ACTIONS			19
ARTICLE IX—INDEMNIFICATION			20
9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS		20
9.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION		20
9.3	SUCCESSFUL DEFENSE		20
9.4	INDEMNIFICATION OF OTHERS		21
9.5	ADVANCE PAYMENT OF EXPENSES		21
9.6	LIMITATION ON INDEMNIFICATION		21
9.7	DETERMINATION; CLAIM		22
9.8	NON-EXCLUSIVITY OF RIGHTS		22
9.9	INSURANCE		22
9.10	SURVIVAL		23
9.11	EFFECT OF REPEAL OR MODIFICATION		23
9.12	CERTAIN DEFINITIONS		23
ARTICLE X—GENERAL MATTERS			23
10.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		23
10.2	FISCAL YEAR		24
10.3	SEAL		24
10.4	CONSTRUCTION; DEFINITIONS		24
ARTICLE XI—AMENDMENTS			24

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BYLAWS OF ON DECK CAPITAL, INC.

ARTICLE I—CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of On Deck Capital, Inc. shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time.

1.2 OTHER OFFICES

The corporation’s board of directors may at any time establish other offices within or without the state of Delaware at any place or places as it shall determine.

ARTICLE II—MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The board of directors may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

2.3 SPECIAL MEETING

(i) A special meeting of the stockholders, other than those required by statute, may be called at any time by (A) the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer or (D) the president (in the absence of a chief executive officer), but a special meeting may not be called by any other person or persons. The board of directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(ii) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, chairperson of the board of directors, chief executive officer or president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4 ADVANCE NOTICE PROCEDURES

(i) Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. For the avoidance of doubt, except for proposals properly made in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”), and the regulations thereunder (or any successor rule and in any case as so amended), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a) To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment, rescheduling or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the

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stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for the determination of stockholders entitled to notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(a) To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a) above.

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(b) To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among any of the stockholder, each nominee and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or relating to the nominee’s potential service on the board of directors, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders at least the percentage of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c) At the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the corporation and (3) that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

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(d) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For a special meeting of stockholders at which directors are to be elected or re-elected pursuant to Section 2.3, nominations of persons for election or re-election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such meeting. In no event shall any adjournment, rescheduling or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included in the corporation’s proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 2.4 shall be deemed to affect any right of the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

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2.5 NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.6 QUORUM

The holders of a majority of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

Whether or not a quorum is present at a meeting of stockholders, the chairperson of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

2.7 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8 CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of

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such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

2.11 RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

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If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.12 PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of any means of electronic transmission which sets forth or is submitted with information from which it can be determined that the means of electronic transmission was authorized by the stockholder.

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication,

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then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.14 INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy; provided further that, in any case, if no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint at least one (1) inspector to act at the meeting.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii) receive votes, ballots or consents;

(iii) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(iv) count and tabulate all votes or consents;

(v) determine when the polls shall close;

(vi) determine the result; and

(vii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

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ARTICLE III—DIRECTORS

3.1 POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

In accordance with the provisions of the certificate of incorporation, the directors of the corporation shall be divided into three classes.

3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Delaware Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the voting stock at the time outstanding having the right to vote for such directors,

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summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

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3.8 QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11 REMOVAL OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, any director may be removed from office by the stockholders of the corporation only for cause.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

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ARTICLE IV—COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 3.9 (action without a meeting); and

(vi) Section 7.5 (waiver of notice).

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the board of directors; and

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(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors or a committee may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4 SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V—OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a chief executive officer and/or president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by (A) an affirmative vote of the majority of the board of directors at any regular or special meeting of the board of directors or, (B) except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. In accordance with clause (B) of this Section 5.4, the board of directors may empower the chief executive officer or, in the absence of a chief executive officer, the president, to remove, such other officers and agents as the business of the corporation may require that were not chosen by the board of directors.

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Any officer may resign at any time by giving written or electronic notice to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the chief executive officer and/or president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the chief executive officer and/or president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other equity interests of any other corporation or corporations or entity or entities standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

ARTICLE VI—STOCK

6.1 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson of the board of directors or vice-chairperson of the board of directors, or the chief executive officer and/or president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a share certificate in bearer form.

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The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 151, 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 LOST CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

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The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5 TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, subject to Section 6.3 of these bylaws, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

6.6 STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7 REGISTERED STOCKHOLDERS

The corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER

7.1 NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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7.2 NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply with respect to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a

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single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII—FORUM FOR CERTAIN ACTIONS

Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this bylaw.

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ARTICLE IX—INDEMNIFICATION

9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

9.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

9.3 SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 9.1 or Section 9.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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9.4 INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article IX, the corporation shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate to such person or persons, as the board shall in its discretion determine, the determination of whether employees or agents shall be indemnified.

9.5 ADVANCE PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) actually and reasonably incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article IX or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 9.6(ii) or 9.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

9.6 LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 9.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article IX in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 9.7 or (d) otherwise required by applicable law; or

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(v) if prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

9.7 DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article IX is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article IX, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

9.8 NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

9.9 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

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9.10 SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article IX shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

9.11 EFFECT OF REPEAL OR MODIFICATION

A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

9.12 CERTAIN DEFINITIONS

For purposes of this Article IX, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article IX.

ARTICLE X—GENERAL MATTERS

10.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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10.2 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

10.3 SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

10.4 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE XI—AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 ²⁄₃%) of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any provision of these bylaws. The board of directors shall also have the power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

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ON DECK CAPITAL, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of On Deck Capital, Inc., a Delaware corporation and that the foregoing bylaws, comprising 24 pages, were amended and restated on [    ] by the corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this             day of             , 2014.

Secretary

EX-4

Exhibit 4.1

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#
COMMON STOCK
PAR VALUE $.01
Certificate Number
682163 100 OnDeck
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX
Shares
* * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * *
* * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * *
* * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * *
* * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * *
* * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * *
ON DECK CAPITAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample
MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE
CUSIP 682163 100
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of
**000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares
****000000**Shares****000000**Shares****000000**S
***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO***
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
ON DECK CAPITAL, INC. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
FACSIMILE SIGNATURE TO COME
President
FACSIMILE SIGNATURE TO COME
Secretary
ON DECK CAPITAL INC.
SEAL
May 04, 2006 DELAWARE
DATED DD-MMM-YYYY
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR,
By
AUTHORIZED SIGNATURE
1234567
SECURITY INSTRUCTIONS ON REVERSE
On Deck
PO BOX 43004, Providence, RI 02940-3004
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
CUSIP XXXXXX XX X
Holder ID XXXXXXXXXX
Insurance Value 1,000,000.00
Number of Shares 123456
DTC 12345678 123456789012345
Certificate Numbers Num/No. Denom. Total
1234567890/1234567890 1 1 1
1234567890/1234567890 2 2 2
1234567890/1234567890 3 3 3
1234567890/1234567890 4 4 4
1234567890/1234567890 5 5 5
1234567890/1234567890 6 6 6
Total Transaction 7

ON DECK CAPITAL, INC.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	-	as tenants in common	UNIF GIFT MIN ACT	-                                         Custodian
				(Cust)                                                (Minor)
TEN ENT	-	as tenants by the entireties		under Uniform Gifts to Minors Act
				(State)
JT TEN	-	as joint tenants with right of survivorship	UNIF TRF MIN ACT	-                                         Custodian (until age	)
		and not as tenants in common		(Cust)
				under Uniform Transfers to Minors Act
				(Minor)                                                                     (State)
Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,                  hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.

Dated:                                                                                       20			Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
Signature:
Signature:
	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

EX-10

Exhibit 10.1

ON DECK CAPITAL, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of             , 20    and is between On Deck Capital, Inc., a Delaware corporation (the “Company”), and             (“Indemnitee”).

RECITALS

A. Indemnitee’s service to the Company substantially benefits the Company.

B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D. In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E. This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1. Definitions.

(a) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at

least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 1(a), the following terms shall have the following meanings:

(1) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(2) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.

(b) “Corporate Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.

(c) “DGCL” means the General Corporation Law of the State of Delaware.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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(e) “Enterprise” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.

(f) “Expenses” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.

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(i) Reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with (a) each successfully resolved claim, issue or matter, and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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5. Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

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(d) initiated by Indemnitee and not by way of defense, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required by applicable law; or

(e) if prohibited by applicable law.

8. Advances of Expenses.

(a) The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final resolution, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.

9. Procedures for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, except to the extent that such failure or delay materially prejudices the Company.

(b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

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(c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld. After the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense; (iv) the Company is not financially or legally able to perform its indemnification obligations, or (v) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

(d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.

(e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld.

(f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without Indemnitee’s prior written consent, which may be withheld by Indemnitee in Indemnitee’s sole discretion.

10. Procedures upon Application for Indemnification.

(a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

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(b) Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, if required by applicable law (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as

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Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay the reasonable fees and expenses of any Independent Counsel.

11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

12. Remedies of Indemnitee.

(a) Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to

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commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement.

(b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, unless the court (or arbitrator) finds that each material argument or defense advanced by Indemnitee in such action or arbitration was either frivolous or not made in good faith. Further, if requested by Indemnitee, the Company shall (as soon as reasonably practicable, but in any event no later than 60 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8, subject to Indemnitee’s agreement to repay the sums advanced if the court (or arbitrator) finds that each material argument or defense advanced by Indemnitee in such action or arbitration was either frivolous or not made in good faith.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

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13. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

15. Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.

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16. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.

17. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.

18. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

19. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof.

20. Duration. This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

21. Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or

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otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

22. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

23. Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

24. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation and bylaws and applicable law.

25. Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

26. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger or courier service addressed:

(a) if to Indemnitee, to Indemnitee’s address, as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or

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(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 1400 Broadway, 25th Floor, New York, NY 10018, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Larry Sonsini and Tony Jeffries at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

27. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, or except as mutually agreed by the parties in writing, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

29. Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(signature page follows)

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The parties are signing this Indemnification Agreement as of the date stated in the introductory sentence.

ON DECK CAPITAL, INC.

(Signature)

(Print Name)

(Title)

INDEMNITEE

(Signature)

(Print Name)

(Street address)

(City, State and ZIP)

EX-10

Exhibit 10.2

ON DECK CAPITAL, INC.

AMENDED AND RESTATED

2007 STOCK INCENTIVE PLAN

Effective: October 29, 2014

1. PURPOSE.

The purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding Eligible Persons, and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of Participants with those of such stockholders. The Plan authorizes the award of Stock-based incentives to Eligible Persons to encourage such persons to expend their maximum efforts in the creation of stockholder value.

2. DEFINITIONS.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such entity.

(b) “Award” means any Option, Restricted Stock or other Stock-based award granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means, in the absence of an effective employment agreement between a Participant and the Employer otherwise defining Cause, (i) a Participant’s conviction of or indictment for any crime (whether or not involving the Company or its Affiliates) (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of Participant’s duties to the Employer, or otherwise has, or could reasonably be expected to result in, an adverse impact to the business or reputation of the Company or its Affiliates; (ii) conduct of the Participant, in connection with his or her employment, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or its Affiliates; (iii) any material violation of the policies of the Company or its Affiliates, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or its Affiliates; or (v) willful neglect in the performance of the Participant’s duties for the Employer or willful or repeated failure or refusal to perform such duties; provided, however, that if, subsequent to the Participant’s termination of employment (whether voluntary or involuntary) without Cause, it is discovered that the Participant’s employment could have been terminated for Cause, such Participant’s employment shall be deemed to have been terminated for Cause. In the event there is an effective employment agreement between a Participant and the Employer defining Cause, “Cause” shall have the meaning provided in such agreement, and a termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such employment agreement are complied with.

(e) “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); or (ii) any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission).

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(g) “Committee” means the Board or such other committee appointed by the Board consisting of two or more individuals.

(h) “Company” means On Deck Capital, Inc., a Delaware corporation.

(i) “Competitive Activity” means, with respect to any Participant, any activity reasonably determined by the Committee to be competitive with the business of the Employer of the Participant. If a Participant is a party to an effective employment or other agreement with the Employer that contains covenants relating to confidential information, restrictions on competition, interference and/or solicitation or other similar restrictions on a Participant’s conduct, “Competitive Activity” with respect to such Participant shall be limited to the breach of such restrictive covenants by such Participant.

(j) “Disability” means, in the absence of an effective employment agreement between a Participant and the Employer otherwise defining Disability, the permanent and total disability of such Participant within the meaning of Section 22(e)(3) of the Code. In the event there is an effective employment agreement between a Participant and the Employer defining Disability, “Disability” shall have the meaning provided in such agreement.

(k) “Effective Date” shall mean the date the Plan was initially adopted.

(l) “Eligible Person” means (i) each employee of the Company or of any of its Affiliates, including each such person who may also be a director of the Company and/or its Affiliates; (ii) each non-employee director of the Company and/or its Affiliates; (iii) each other person who provides substantial services to the Company and/or its Affiliates and who is designated as eligible by the Committee; and (iv) any person who has been offered employment by the Company or its Affiliates; provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or its Affiliates. An employee on an approved leave of absence may be considered to remain in the employ of the Company or its Affiliates for purposes of eligibility for participation in the Plan.

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(m) “Employer” means either the Company or an Affiliate of the Company that the Participant (determined without regard to any transfer of an Award) is principally employed by or provides services to, as applicable.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(o) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Committee, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Committee will determine the terms and conditions of any Exchange Program in its sole discretion.

(p) “Expiration Date” means the date upon which the term of an Option expires, as determined under Section 5(b) hereof.

(q) “Fair Market Value” means, as of any date when the Stock is listed on one or more national securities exchanges, the closing price reported on the principal national securities exchange on which such Stock is listed and traded on the date of determination, or, if there is no such closing price reported on that date, then on the last preceding date on which such a closing price was reported. If the Stock is not listed on a national securities exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by the Board in good faith to be the fair market value of Stock, calculated in a manner consistent with Section 409A of the Code.

(r) “IPO” means an initial public offering of the Stock registered under the Securities Act pursuant to an effective registration statement.

(s) “IPO Date” means the effective date of the final prospectus relating to the IPO.

(t) “Lock-Up Period” shall have the meaning set forth in Section 8(a) below.

(u) “Option” means a conditional right, granted to a Participant under Section 5 hereof, to purchase Stock at a specified price during specified time periods.

(v) “Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant.

(w) “Participant” means an Eligible Person who has been granted an Award under the Plan, or if applicable, such other person or entity who holds an Award.

(x) “Permitted Transfer” means any transfer by a Participant of all or any portion of his or her shares of Stock (or Options, for purposes of Section 5(f) below) (i) to or for the benefit of any spouse, child or grandchild of the Participant, or (ii) to a trust or partnership for the benefit of any of the foregoing individuals, including transfers by will or the laws of descent and distribution.

(y) “Plan” means this On Deck Capital, Inc. Amended and Restated 2007 Stock Incentive Plan.

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(z) “Prime Rate” shall mean the rate from time to time published in the “Money Rates” section of The Wall Street Journal as being the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates).

(aa) “Repurchase Price” means:

(i) on or following a Participant’s termination of employment or service, as applicable, other than by the Employer for Cause, an amount equal to the Fair Market Value of the Stock on the date of repurchase; or

(ii) on or following a Participant’s termination of employment or service, as applicable, by the Employer for Cause, the lesser of (A) the original purchase price paid for such shares of Stock, and (B) the Fair Market Value of the Stock on the date of repurchase.

(bb) “Repurchase Right” has the meaning set forth in Section 8(b) below.

(cc) “Repurchase Right Exercise Period” means the period commencing on the date of the Participant’s termination of employment or service with the Employer for any reason and ending on the earlier to occur of (i) the IPO Date, or (ii) the twelve (12) month anniversary of the date of such termination, or, if later, the twelve (12) month anniversary of the date the applicable shares of Stock were acquired upon exercise of Option or other Award requiring exercise.

(dd) “Repurchase Right Lapse Date” shall mean the earliest to occur of (i) the IPO Date, (ii) a Change in Control resulting in the Stock being listed on a national securities exchange, or (iii) the ten (10) year anniversary of the date of grant of the Award to which the shares of Stock subject to the Repurchase Right relate.

(ee) “Restricted Stock” means Stock granted to a Participant under Section 6 hereof that is subject to certain restrictions and to a risk of forfeiture.

(ff) “Restricted Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Restricted Stock grant.

(gg) “Securities Act” means the Securities Act of 1933, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

(hh) “Stock” means the Company’s common stock, $0.01 par value, and such other securities as may be substituted for Stock pursuant to Section 11 hereof.

3. ADMINISTRATION.

(a) Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to (i) select Eligible

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Persons to become Participants; (ii) grant Awards; (iii) determine the type, number of shares of Stock subject to, and other terms and conditions of, and all other matters relating to, Awards; (iv) prescribe Award agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan; (v) construe and interpret the Plan and Award agreements and correct defects, supply omissions, or reconcile inconsistencies therein; (vi) suspend the right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time; (vii) to institute and determine the terms and conditions of an Exchange Program; and (viii) make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires. Any action of the Committee shall be final, conclusive and binding on all persons, including, without limitation, the Company, its Affiliates, Eligible Persons, Participants and beneficiaries of Participants.

(b) Delegation. To the extent permitted by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including but not limited to administrative functions, as the Committee may determine appropriate. The Committee may appoint agents to assist it in administering the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to any person or entity who is not an employee of the Company or any of its Affiliates shall be expressly approved by the Committee.

(c) Section 409A. The Committee shall take into account compliance with Section 409A of the Code in connection with any grant of an Award under the Plan, to the extent applicable.

4. SHARES AVAILABLE UNDER THE PLAN.

(a) Number of Shares Available for Delivery. Subject to adjustment as provided in Section 11 hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 9,493,194. Shares of Stock delivered under the Plan shall consist of authorized and unissued shares or previously issued shares of Stock reacquired by the Company on the open market or by private purchase.

(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. To the extent that an Award expires or is canceled, forfeited, settled in cash or otherwise terminated or concluded without a delivery to the Participant of the full number of shares to which the Award related, the undelivered shares will again be available for grant. Stock withheld in payment of the exercise price or taxes relating to an Award and shares equal to the number

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surrendered in payment of any exercise price or taxes relating to an Award shall be deemed to constitute shares not delivered to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however, that, where shares are withheld or surrendered more than ten years after the date of the most recent stockholder approval of the Plan or any other transaction occurs that would result in shares becoming available under this Section 4(b), such shares shall not become available if and to the extent that it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Stock is listed.

5. OPTIONS.

(a) General. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Options shall be set forth in an Option Agreement, which agreements need not be identical.

(b) Term. The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after the expiration of ten (10) years from the date it was granted.

(c) Exercise Price. The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant; provided, however, that if an Option is intended not to be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code the applicable exercise price shall not be less than the Fair Market Value of the Stock on the applicable date of grant of such Option.

(d) Payment for Stock. Payment for shares of Stock acquired pursuant to Options granted hereunder shall be made in full, upon exercise of the Options: (i) in immediately available funds in United States dollars, or by certified or bank cashier’s check; (ii) with the written consent of the Committee, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock underlying the Options so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Options divided by the Fair Market Value on the date of exercise; (iii) by delivery of shares of Stock having a value equal to the exercise price, or (iv) by any other means approved by the Committee. Anything herein to the contrary notwithstanding, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available on or following the IPO Date.

(e) Vesting. Options shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case, as may be determined by the Committee and set forth in the Option Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to vesting. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed or rendering services to the Employer, and all vesting shall cease upon a Participant’s termination of employment or services with the Employer for any reason.

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(f) Transferability of Options. Except in connection with a Permitted Transfer, an Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.

(g) Termination of Employment or Service. Except as may otherwise be provided by the Committee in the Option Agreement:

(i) If prior to the Expiration Date, a Participant’s employment or service, as applicable, with the Employer terminates for any reason other than (A) by the Employer for Cause, or (B) by reason of the Participant’s death or Disability, (1) all vesting with respect to the Options shall cease, (2) any unvested Options shall expire as of the date of such termination, and (3) any vested Options shall remain exercisable until the earlier of the Expiration Date or the date that is ninety (90) days after the date of such termination.

(ii) If prior to the Expiration Date, a Participant’s employment or service, as applicable, with the Employer terminates by reason of such Participant’s death or Disability, (A) all vesting with respect to the Options shall cease, (B) any unvested Options shall expire as of the date of such termination, and (C) any vested Options shall expire on the earlier of the Expiration Date or the date that is twelve (12) months after the date of such termination due to death or Disability of the Participant. In the event of a Participant’s death, the Options shall remain exercisable by the person or persons to whom a Participant’s rights under the Options pass by will or the applicable laws of descent and distribution until their expiration, but only to the extent the Options were vested at the time of such termination due to death.

(iii) If prior to the Expiration Date, a Participant’s employment or service, as applicable, with the Employer is terminated by the Employer for Cause, all Options (whether or not vested) shall immediately expire as of the date of such termination.

(h) Book Entry; Certificates. Unless otherwise determined by the Committee, in its sole discretion, Stock acquired upon the exercise of Options shall be held in book entry form, rather than delivered to the Participant, through the expiration of the Lock-Up Period. If certificates representing Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Stock.

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6. RESTRICTED STOCK.

(a) General. Restricted Stock granted hereunder shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of each Restricted Stock grant shall be evidenced by a Restricted Stock Agreement, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b), except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld.

(b) Restrictions on Transfer. In addition to any other restrictions set forth in a Participant’s Restricted Stock Agreement, until such time that the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement, which vesting the Committee may in its sole discretion accelerate at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock. Notwithstanding anything contained herein to the contrary, the Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock Award, such action is appropriate.

(c) Book Entry; Certificates. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. Unless otherwise determined by the Committee, in its sole discretion, the Restricted Stock shall be held in book entry form, rather than delivered to the Participant, through the expiration of the Lock-Up Period. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(d) Termination of Employment or Service. Except as may otherwise be provided by the Committee in the Restricted Stock Agreement, if, prior to the time that the Restricted Stock has vested, a Participant’s employment or service, as applicable, terminates for any reason, (i) all vesting with respect to the Restricted Stock shall cease, and (ii) as soon as practicable following such termination, the Company shall repurchase from the Participant, and the Participant shall sell, any unvested shares of Restricted Stock at a purchase price equal to the original purchase price paid for the Restricted Stock, or if the original purchase price is equal to $0, such unvested shares of Restricted Stock shall be forfeited by the Participant to the Company for no consideration as of the date of such termination.

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7. OTHER STOCK-BASED AWARDS.

The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan.

8. RESTRICTIONS ON STOCK.

(a) Prohibition on Transfers. Except as otherwise approved in writing by the Committee, or pursuant to subsections (b) or (c) below, shares of Stock acquired by a Participant pursuant to the vesting and/or exercise of any Award granted hereunder may not be sold, transferred or otherwise disposed of prior to the one hundred eightieth (180^th) day following the IPO Date (which period may be extended for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day period) (the “Lock-Up Period”). If requested by the underwriters managing any IPO, each Participant shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Stock (or securities) subject to the foregoing restriction until the end of such Lock-Up Period.

(b) Repurchase Rights Upon Termination of Employment.

(i) If, prior to the Repurchase Right Lapse Date, a Participant’s employment or service with the Employer terminates for any reason then, at any time during the Repurchase Right Exercise Period, the Company shall have the right to repurchase the shares of Stock received pursuant to Awards granted hereunder at a per share price equal to the Repurchase Price (the “Repurchase Right”). The Repurchase Right shall be exercisable upon written notice to a Participant indicating the number of shares of Stock to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the shares of Stock to be repurchased shall be delivered to the Company prior to the close of business on the date specified for the repurchase.

(ii) If the Company exercises the Repurchase Right following a Participant’s termination of employment or service, as applicable, other than (A) by the Employer for Cause or (B) by a Participant’s voluntary resignation, the aggregate Repurchase Price shall be paid in a lump-sum at the time of repurchase.

(iii) If the Company exercises the Repurchase Right following a Participant’s termination of employment or service, as applicable, (A) by the Employer for Cause or (B) by such Participant, the Company shall be permitted to issue a promissory note equal to the aggregate Repurchase Price in lieu of a cash payment; provided, however, that such promissory note shall have a maturity date that does not exceed three years from the date of such repurchase, shall bear simple interest of not less than the Prime Rate in effect on the date of such repurchase, and shall be payable as to interest in equal monthly installments during the term of the note and as to principal on the maturity date.

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(c) Permitted Transfers. Stock acquired upon vesting and/or exercise of an Award may be transferred in connection with a Permitted Transfer; provided, however, that it shall be a condition of each such Permitted Transfer, that (x) the transferee agrees to be bound by the terms of the Plan and the applicable Award agreement as though no such transfer had taken place, and that (y) the Participant has complied with all applicable law in connection with such transfer.

(d) Stockholders Agreement and Other Requirements. As a condition to the issuance of shares of Stock upon the vesting and/or exercise of any Award, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation which shall set forth certain restrictions on transferability of the shares of Stock acquired upon exercise, and such other terms as the Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply to the shares of Stock acquired under the Plan and covered by such stockholder’s agreement or other documentation and shall be in such form as the Committee may determine in its sole discretion. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder’s agreement (or other agreement).

9. COMPANY’S RIGHT OF FIRST REFUSAL.

(a) General. Before any Stock held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Stock on the terms and conditions set forth in this Section 9 (the “Right of First Refusal”). The Right of First Refusal shall apply to all past and future issuances of Stock under the Plan.

(b) Notice of Proposed Transfer. The Holder of the Stock shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Stock; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of shares of Stock to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Stock (the “Offered Price”), and the Holder shall offer the Stock at the Offered Price to the Company or its assignee(s).

(c) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Stock proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (d) below.

(d) Purchase Price. The purchase price (“Purchase Price”) for the Stock purchased by the Company or its assignee(s) under this Section 9 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith.

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(e) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(f) Holder’s Right to Transfer. If all of the Stock proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 9, then the Holder may sell or otherwise transfer such Stock to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 9 shall continue to apply to the Stock in the hands of such Proposed Transferee. If the Stock described in the Notice is not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Stock held by the Holder may be sold or otherwise transferred.

(g) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 9 notwithstanding, the transfer of any or all of the Stock during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s Immediate Family or a trust for the benefit of the Participant’s Immediate Family shall be exempt from the provisions of this Section 9. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Stock so transferred subject to the provisions of this Section 9, and there shall be no further transfer of such Stock except in accordance with the terms of this Section 9.

(h) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Stock upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

10. COMPETITIVE ACTIVITIES.

Notwithstanding anything contained in the Plan to the contrary, in the event that a Participant engages in any Competitive Activity during the term of such Participant’s employment or service with the Employer or during the six (6) month period following such Participant’s termination of employment or service with the Employer for any reason, the Committee may determine, in its sole discretion, to (a) require all Awards held by such Participant to be immediately forfeited and returned to the Company without additional consideration, (b) require all shares of Stock acquired upon the vesting and/or exercise of

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Awards within the twelve (12) month period prior to the date of such Competitive Activity to be immediately forfeited and returned to the Company without additional consideration, and (c) to the extent that such Participant received any profit from the sale of any Stock underlying an Award within the twelve (12) month period prior to the date of such Competitive Activity, require that such Participant promptly repay to the Company any profit received pursuant to such sale.

11. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

(a) Capitalization Adjustments. The aggregate number of shares of Stock which may be granted or purchased pursuant to Awards (as set forth in Section 4 hereof), the number of shares of Stock covered by each outstanding Award, and the price per share thereof in each such Award shall be equitably and proportionally adjusted or substituted, as determined by the Committee, as to the number, price or kind of a share of Stock or other consideration subject to such Awards (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event (as defined below)); (ii) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock or any other form of consideration; or (iii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan.

(b) Corporate Events. Notwithstanding the foregoing, except as may otherwise be provided in an Award agreement, in connection with (i) a merger or consolidation involving the Company in which the Company is not the surviving corporation; (ii) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation and/or other property, including cash; (iii) a Change in Control; or (iv) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Committee may, in its discretion, provide for any one or more of the following:

(1) require that such Awards be assumed in connection with such Corporate Event, in which case, the Awards shall be subject to the adjustment set forth in subsection (a) above;

(2) accelerate the vesting of any Awards, subject to the consummation of such Corporate Event;

(3) cancel any or all vested and/or unvested Awards as of the consummation of such Corporate Event, and provide that Participants who hold vested Awards (including any Awards that would vest on the Corporate Event but for cancellation) so cancelled will receive a payment in respect of cancellation of their Awards based on the amount of the per share consideration being paid for the Stock in connection with such Corporate Event, less, in the case of Options

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and other Awards subject to exercise, the applicable exercise price; provided, however, that Participants who hold Options and other Awards subject to exercise shall only be entitled to consideration in respect of cancellation of such Awards if the per share consideration less the applicable exercise price is greater than zero (and to the extent the per share consideration is greater than or equal to the applicable exercise price, such Awards shall be cancelled for no consideration); or

(4) replace Awards with a cash incentive program that preserves the value of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced, and payment to be made within thirty (30) days of the applicable vesting date; provided, however, in the event that such replacement would result in an “extension” of a “stock right” within the meaning of Section 409A of the Code, this provision shall not be applicable to any such stock right.

Payments to holders pursuant to clause (3) or (4) above shall be made in cash, or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash or securities (or combination thereof) as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the Participant of the number of shares of Stock covered by the Award at such time (less any applicable exercise price).

(c) Fractional Shares. Any adjustment provided under this Section 11 may provide for the elimination of any fractional share which might otherwise become subject to an Award.

12. USE OF PROCEEDS.

The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.

13. RIGHTS AND PRIVILEGES AS A STOCKHOLDER.

Except as otherwise specifically provided in the Plan, no person shall be entitled to the rights and privileges of stock ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.

14. EMPLOYMENT OR SERVICE RIGHTS.

No individual shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate of the Company.

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15. COMPLIANCE WITH LAWS.

The obligation of the Company to deliver Stock upon vesting and/or exercise of any Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock issued upon exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

16. WITHHOLDING OBLIGATIONS.

As a condition to the vesting and/or exercise of any Award, the Committee may require that a Participant satisfy, through a cash payment by the Participant, or, in the discretion of the Committee, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the minimum amount of all Federal, state and local income and other taxes of any kind required or permitted to be withheld in connection with such vesting and/or exercise. The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements and such shares shall be valued at their Fair Market Value as of the exercise or settlement date of the Award; provided, however, that the aggregate Fair Market Value of the number of shares of Stock that may be used to satisfy tax withholding requirements may not exceed the minimum statutory required withholding amount with respect to such Award.

17. AMENDMENT OF THE PLAN OR AWARDS.

(a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan; provided, however, that, at any time that the Stock is listed on any national securities exchange, without stockholder approval, the Board shall not make any amendment to the Plan which would violate the stockholder approval requirements of such exchange. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless the Participant consents in writing.

(b) Amendment of Awards. The Board or the Committee, at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the rights under any Award shall not be impaired by any such amendment unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 11 hereof, shall constitute an amendment of an Award for such purpose).

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18. TERMINATION OR SUSPENSION OF THE PLAN.

The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10^th) anniversary of the Effective Date. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated. Rights under any Award granted before suspension or termination of the Plan shall not be impaired by any amendment of the Plan unless the Participant consents in writing.

19. EFFECTIVE DATE OF THE PLAN.

The Plan is effective as of the Effective Date.

20. MISCELLANEOUS.

(a) Participants Outside of the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations and customs of the country in which the Participant is then a resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such Award to a Participant who is a resident or primarily employed in the United States. An Award may be modified under this Section 20(a) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified.

(b) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s certificate or articles of incorporation or by-laws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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(c) Payments Following Accidents or Illness. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(d) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

(e) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(f) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than such member.

(g) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

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Form of Option Agreement

OPTION GRANT NOTICE AND AGREEMENT

On Deck Capital, Inc. (the “Company”), pursuant to its 2007 Stock Incentive Plan (the “Plan”), hereby grants to the Holder the number of Options set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Grant Notice and Agreement (this “Agreement”), the Plan shall govern and control.

Holder:	[Name]
Date of Grant:	[________________]
Vesting Commencement Date:	[________________]
Number of Options:
Exercise Price:	$_____
Expiration Date:	[________________]
Type of Option:	[________________]
Vesting Schedule:	[Insert vesting schedule].
Exercise of Options:	To exercise a vested Option, the Holder (or his or her authorized representative) must give written notice to the Company, using the form of Option Exercise Notice attached hereto as Exhibit A, stating the number of Options which he or she intends to exercise. The Company will issue the shares of Stock with respect to which the Options are exercised upon payment of the shares of Stock acquired in accordance with Section 5(d) of the Plan, which Section 5(d) is incorporated herein by reference and made a part hereof; provided, however, that if the Holder wishes to use any method of exercise other than in immediately available funds in United States dollars, or by certified or bank cashier’s check, the Holder shall have received the prior written approval of the Committee or its designee approving such method of exercise.

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	Upon exercise of Options, the Holder will be required to satisfy applicable withholding tax obligations as provided in Section 15 of the Plan.
Termination of Employment or Service:	Section 5(g) of the Plan regarding treatment of Options upon termination of the Holder’s employment or service is incorporated herein by reference and made a part hereof.
Restrictions on Stock:	Section 8 of the Plan regarding restrictions on Stock is incorporated herein by reference and made a part hereof.
Additional Terms:	Options shall be subject to the following additional terms:
	•     Options shall be exercisable in whole shares of Stock only. •     Each Option shall cease to be exercisable as to any share of Stock when the Holder purchases the share of Stock or when the Option otherwise expires. •     The Stock issued upon the exercise of any Options hereunder shall be registered in Holder’s name on the books of the Company during the Lock-Up Period and for such additional time as the Committee determines appropriate in its reasonable discretion. Any certificates representing the Stock delivered to the Holder shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee deems appropriate. •     This Option Agreement does not confer upon the Holder any right to continue as an employee or service provider of the Company, the Employer or any of their respective Affiliates.

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•       This Option Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

•       The Holder and the Company acknowledge that the Options is intended to be exempt from Section 409A of the Code, with the Exercise Price intended to be at least equal to the “fair market value” per share of Stock on the Date of Grant. Since shares are not traded on an established securities market, the Exercise Price has been based upon the determination of Fair Market Value by the Board in a manner consistent with the terms of the Plan. The Holder acknowledges that there is no guarantee that the Internal Revenue Service will agree with this valuation, and agrees not to make any claim against the Company, the Board, the Company’s officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low or that the Options are not otherwise exempt from Section 409A of the Code.

•       The Holder agrees that the Company may deliver by email all documents relating to the Plan or these Options (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Holder also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Holder by email or such other reasonable manner as then determined by the Company.

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Representations and Warranties of Holder:	The Holder hereby represents and warrants to the Company that:
	•     [The Holder understands that the Stock has not been registered under the Securities Act, nor qualified under any state securities laws, and that it is being
	offered and sold pursuant to, and in reliance upon, the exemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan or The Holder understands that the Stock has not been registered under the Securities Act, nor qualified under any state securities laws, and that it is being offered and sold pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is being issued to Holder hereunder in reliance upon the exemption from such registration provided by Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering]; •     The Holder has been informed that the shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the Federal securities laws or unless an exemption from such registration is available; and •     The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the shares of Stock from the registration requirements of the Securities Act.

* * *

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE AGREEMENT AND THE PLAN.

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ON DECK CAPITAL, INC.		HOLDER
By:
	Signature		Signature
Title:		Date:
Date:

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EXHIBIT A

__________ __, 20__

On Deck Capital, Inc.

1400 Broadway, 25^th Floor

New York, NY 10018 Attn:

Re: Notice of Exercise

1. By delivery of this Notice of Exercise, I am irrevocably electing to exercise options to purchase shares of Common Stock, par value $0.01 per share (“Shares”) of On Deck Capital, Inc. (the “Company”) granted to me under the Company’s Stock Incentive Plan (the “Plan”).

2. The number of Shares I wish to purchase by exercising my options is _________.

3. The applicable purchase price (or exercise price) is $____ per Share, resulting in an aggregate purchase price of $________ (the “Aggregate Purchase Price”).

4. I am satisfying my obligation to pay the Aggregate Purchase Price by:

¨ Delivering to the Company, with this Notice of Exercise, an amount equal to the Aggregate Purchase Price in immediately available United States dollars, or by certified or bank cashier’s check.

¨ Authorizing the Company, through this Notice of Exercise, to effectuate a “net exercise,” pursuant to which I will receive the number of Shares exercised (as set forth in paragraph 2 above), reduced by the number of Shares equal to the Aggregate Purchase Price divided by the fair market value per Share on the date of exercise.

5. To satisfy the applicable withholding taxes (if applicable):

¨ I have enclosed an amount equal to the applicable withholding taxes in immediately available United States dollars, or by certified or bank cashier’s check.

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¨ I elect to have such amount satisfied by the use of Shares such that the number of Shares I receive upon exercise will be reduced (or further reduced if net exercise was chosen above) by a number of Shares with an aggregate fair market value on the date of exercise equal to any federal, state or local income or other taxes required by law to be withheld by the Company.

6. I hereby agree to be bound by all of the terms and conditions set forth in the Plan and any award agreement to which the options were granted under. If I am not the person to whom the options were granted by the Company, proof of my right to purchase the Shares of the Company is enclosed.

7. I have been advised to consult with any legal, tax or financial advisors I have chosen in connection with the purchase of the Shares.

Dated: _______________
*
(Optionee’s signature)	(Additional signature, if necessary)
(Print name)	(Print name)
(Full address)	(Full address)

* Each person in whose name Shares are to be registered must sign this Notice of Exercise. (If more than one name is listed, specify whether the owners will hold the Shares as community property or as joint tenants with the right of survivorship).

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EX-10

Exhibit 10.3

ON DECK CAPITAL, INC.

2014 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

• to attract and retain the best available personnel for positions of substantial responsibility,

• to provide additional incentive to Employees, Directors and Consultants, and

• to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the occurrence of any of the following events:

(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a

Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this clause (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) A change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12 month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or election. For this clause (ii), if any Person is in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for this clause (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets:

(1) the sale of the assets of the OnDeck Marketplace business,

(2) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or

(3) a transfer of assets by the Company to:

(A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,

(B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company,

(C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or

(D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (A) to (C).

For this definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, Persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

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Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(h) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof.

(i) “Common Stock” means the common stock of the Company.

(j) “Company” means On Deck Capital, Inc., a Delaware corporation, or any successor thereto.

(k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(l) “Director” means a member of the Board.

(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or

(iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(r) “Fiscal Year” means the fiscal year of the Company.

(s) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(t) “Inside Director” means a Director who is an Employee.

(u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(v) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(w) “Option” means a stock option granted pursuant to the Plan.

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(x) “Outside Director” means a Director who is not an Employee.

(y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z) “Participant” means the holder of an outstanding Award.

(aa) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

(bb) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.

(cc) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(dd) “Plan” means this 2014 Equity Incentive Plan.

(ee) “Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

(ff) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

(gg) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(hh) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ii) “Section 16(b)” means Section 16(b) of the Exchange Act.

(jj) “Service Provider” means an Employee, Director or Consultant.

(kk) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(ll) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right.

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(mm) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) [            ] Shares, plus (ii) any Shares subject to stock options or similar awards granted under the Company’s 2007 Stock Incentive Plan that, after the Registration Date, expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Existing Plan that, after the Registration Date, are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clause (ii) equal to [            ] Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Annual Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with Fiscal Year 2016 and ending immediately following Fiscal Year 2020, in an amount equal to the least of:

(i) [            ] Shares,

(ii) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year (the “Threshold Percentage”),

(iii) a percentage equal to the Threshold Percentage, plus the difference between the Threshold Percentage and the percentage added to the Plan for each prior Fiscal Year beginning with Fiscal Year 2016 (for illustrative purposes, if in Fiscal Year 2016 the Board determines to add 3% of the outstanding Shares on the last day of the 2015 under this Section 3(b), then for Fiscal Year 2017, the Board may add 5% of the outstanding Shares under this clause (iii) (i.e., 4%, plus 1%, which was the percentage of unused Shares added to the Plan in Fiscal 2016 that was less than the Threshold Percentage).

(iv) such number of Shares determined by the Board.

(c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding

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obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c).

(d) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

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(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi) to institute and determine the terms and conditions of an Exchange Program;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 19 of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options);

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 15 of the Plan;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year

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(under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

(b) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

(c) Option Exercise Price and Consideration.

(i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following:

(1) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

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(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.

(d) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will return to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will return to the Plan.

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(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will return to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will return to the Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator within thirty (30) days following Participant’s death, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will return to the Plan as of the 30th day following Participant’s death. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will return to the Plan.

7. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

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(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

8. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both.

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(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

9. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider.

(c) Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(b) relating to the maximum term and Section 6(d) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

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10. Performance Units and Performance Shares.

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.

11. Outside Director Limitations.

(a) Cash-Settled Awards. No Outside Director may be granted, in any fiscal year of the Company, cash-settled Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of more than $1,000,000, increased to $2,000,000 in connection with his or her initial service.

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(b) Stock-Settled Awards. No Outside Director may be granted, in any fiscal year of the Company, stock-settled Awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of more than $1,000,000, increased to $2,000,000 in connection with his or her initial service.

12. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

13. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

14. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits in Section 3 of the Plan.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all Awards similarly in the transaction.

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In the event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(d) Outside Director Awards. With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

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15. Tax.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

(c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

16. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

17. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

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18. Term of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon the later to occur of (i) its adoption by the Board or (ii) the business day immediately prior to the Registration Date. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 19 of the Plan.

19. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

20. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

21. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

22. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

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ON DECK CAPITAL, INC.

2014 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the On Deck Capital, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.

NOTICE OF STOCK OPTION GRANT

Participant:

Address:

Participant has been granted an Option to purchase Common Stock of On Deck Capital, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Agreement, as follows:

Grant Number
Date of Grant
Vesting Commencement Date
Number of Shares Granted
Exercise Price per Share	$
Total Exercise Price	$
Type of Option	Incentive Stock Option
	Nonstatutory Stock Option
Term/Expiration Date

Vesting Schedule:

Subject to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule:

[Insert Vesting Schedule]

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Termination Period:

This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14(c) of the Plan.

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement, including exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT	ON DECK CAPITAL, INC.
Signature	By
Print Name	Title
Address:

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EXHIBIT A

TERMS AND CONDITIONS OF STOCK OPTION GRANT

1. Grant of Option. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2. Vesting Schedule. Except as provided in Section 3, the Option awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

3. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.

4. Exercise of Option.

(a) Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

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5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:

(a) cash;

(b) check;

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(d) surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.

6. Tax Obligations.

(a) Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

(c) Code Section 409A. Under Code Section 409A, an option that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Participant. Participant acknowledges

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that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible for Participant’s costs related to such a determination.

7. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

8. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

9. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at On Deck Capital, Inc., 1400 Broadway, 25th Floor, New York, NY 10018, or at such other address as the Company may hereafter designate in writing.

10. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.

11. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

12. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares to, Participant (or his or her estate) hereunder,

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such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

13. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.

14. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

16. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

17. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

18. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option.

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19. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

20. Governing Law. This Agreement will be governed by the laws of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this Option is made and/or to be performed.

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EXHIBIT B

ON DECK CAPITAL, INC.

2014 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

On Deck Capital, Inc.

1400 Broadway, 25^th Floor

New York, NY 10018

Attention: Stock Administration

1. Exercise of Option. Effective as of today,                     ,         , the undersigned (“Purchaser”) hereby elects to purchase                      shares (the “Shares”) of the Common Stock of On Deck Capital, Inc. (the “Company”) under and pursuant to the 2014 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated              (the “Agreement”). The purchase price for the Shares will be $            , as required by the Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax withholding to be paid in connection with the exercise of the Option.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan.

5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

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6. Entire Agreement; Governing Law. The Plan and Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of New York.

Submitted by: PURCHASER	Accepted by: ON DECK CAPITAL, INC.
Signature	By
Print Name	Its
Address:
	Date Received

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ON DECK CAPITAL, INC.

2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Unless otherwise defined herein, the terms defined in the On Deck Capital, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name:

Address:

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Grant Number

Date of Grant

Vesting Commencement Date

Number of Restricted Stock Units

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

[Insert Vesting Schedule]

In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate.

By Participant’s signature and the signature of the representative of On Deck Capital, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and

Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT:	ON DECK CAPITAL, INC.
Signature	By
Print Name	Title
Residence Address:

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EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

1. Grant. The Company hereby grants to the individual named in the Notice of Grant (the “Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A.

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six

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(6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

6. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

7. Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent

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determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at On Deck Capital, Inc., 1400 Broadway, 25^th Floor, New York, NY 10018, or at such other address as the Company may hereafter designate in writing.

11. Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

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12. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

13. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

14. Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.

15. Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

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18. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

19. Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

20. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

21. Governing Law. This Agreement will be governed by the laws of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this Option is made and/or to be performed.

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ON DECK CAPITAL, INC.

2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, the terms defined in the On Deck Capital, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”), including the Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A.

NOTICE OF RESTRICTED STOCK GRANT

Participant Name:

Address:

Participant has been granted the right to receive an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Agreement, as follows:

Grant Number

Date of Grant

Vesting Commencement Date

Total Number of Shares Granted

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock will lapse in accordance with the following schedule:

[Insert Vesting Schedule]

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By Participant’s signature and the signature of the representative of On Deck Capital, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Agreement, including exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT	ON DECK CAPITAL, INC.
Signature	By
Print Name	Title
Address:

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EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT

1. Grant of Restricted Stock. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2. Escrow of Shares.

(a) All Shares of Restricted Stock will, upon execution of this Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider.

(b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment.

(c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer such unvested Shares of Restricted Stock to the Company upon such termination.

(d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so.

(e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon.

(f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares

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of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

(g) The Company may instruct the transfer agent for its Common Stock to place a legend on the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement.

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Shares of Restricted Stock awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares of Restricted Stock scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will be considered as having vested as of the date specified by the Administrator.

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder. Participant will not be entitled to a refund of the price paid for the Shares of Restricted Stock, if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the unvested Shares to the Company upon such termination of service.

6. Death of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

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7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to the applicable Shares otherwise are due, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant or the Escrow Agent. Except as provided in Section 2(f), after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING

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SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at On Deck Capital, Inc., 1400 Broadway, 25th Floor, New York, NY 10018, or at such other address as the Company may hereafter designate in writing.

11. Grant is Not Transferable. Except to the limited extent provided in Section 6, the unvested Shares subject to this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares of Restricted Stock subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

12. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

13. Additional Conditions to Release from Escrow. The Company will not be required to issue any Shares hereunder or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body or the securities exchange on which the Shares are then registered, which the Administrator will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Stock as the Administrator may establish from time to time for reasons of administrative convenience.

14. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.

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15. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares of Restricted Stock have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Shares of Restricted Stock awarded under the Plan or future Restricted Stock that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

18. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

19. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock.

20. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

21. Governing Law. This Agreement will be governed by the laws of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this Award is made and/or to be performed.

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EX-10

Exhibit 10.4

ON DECK CAPITAL, INC.

2014 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Component”) and a non-Code Section 423 Component (“Non-423 Component”). The Company’s intention is to have 423 Component of the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of an option to purchase shares of Common Stock under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such an option will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

2. Definitions.

(a) “Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to Section 14.

(b) “Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.

(c) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be, granted under the Plan.

(d) “Board” means the Board of Directors of the Company.

(e) “Change in Control” means the occurrence of any of the following events:

(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same

proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this clause (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(ii) A change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12 month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or election. For this clause (ii), if any Person is in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for this clause (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets:

(1) the sale of the assets of the OnDeck Marketplace business,

(2) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or

(3) a transfer of assets by the Company to:

(A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,

(B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company,

(C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or

(D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (A) to (C).

For this definition, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, Persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

2

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction.

(f) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(g) “Committee” means a committee of the Board appointed in accordance with Section 14 hereof.

(h) “Common Stock” means the common stock of the Company.

(i) “Company” means On Deck Capital, Inc., a Delaware corporation, or any successor thereto.

(j) “Compensation” means an Eligible Employee’s base straight time gross earnings and commissions (to the extent such commissions are an integral, recurring part of compensation) but exclusive of payments for incentive compensation, bonuses and other similar compensation and payments for overtime and shift premium. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period.

(k) “Contributions” means the payroll deductions and other additional payments that the Company may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.

(l) “Designated Company” means any Subsidiary or Affiliate that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated Company under the 423 Component shall not be a Designated Company under the Non-423 Component.

(m) “Director” means a member of the Board.

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(n) “Eligible Employee” means any individual who is a common law employee providing services to the Company or a Designated Company and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by the Employer, or any lesser number of hours per week and/or number of months in any calendar year established by the Administrator (if required under applicable local law) for purposes of any separate Offering or for Eligible Employee participating in the Non-423 Component. For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves or is legally protected under Applicable Laws. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering, determine (on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering in an identical manner to all highly compensated individuals of the Employer whose Employees are participating in that Offering. Each exclusion shall be applied with respect to an Offering in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii).

(o) “Employer” means the employer of the applicable Eligible Employee(s).

(p) “Enrollment Date” means the first Trading Day of each Offering Period.

(q) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

(r) “Exercise Date” means the first Trading Day on or after March 15 and September 15 of each Purchase Period. Notwithstanding the foregoing, the first Exercise Date under the Plan will be September 15, 2015.

(s) “Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock as quoted on such exchange or system on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

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(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator; or

(iv) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Common Stock (the “Registration Statement”).

(t) “Fiscal Year” means the fiscal year of the Company.

(u) “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.

(v) “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Employees of one or more Employers will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).

(w) “Offering Periods” means the periods of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, (i) commencing on the first Trading Day on or after March 15 and September 15 of each year and terminating on the first Trading Day on or after September 15 and March 15, approximately six (6) months later; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company’s Registration Statement effective and will end on September 15, 2015, and provided, further, that the second Offering Period under the Plan will commence on September 15, 2015. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 19.

(x) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(y) “Participant” means an Eligible Employee that participates in the Plan.

(z) “Plan” means this On Deck Capital, Inc. 2014 Employee Stock Purchase Plan.

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(aa) “Purchase Period” means the approximately six (6) month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period will commence on the Enrollment Date and end with the next Exercise Date. Unless the Administrator provides otherwise, the Purchase Period will have the same duration and coincide with the length of the Offering Period.

(bb) “Purchase Price” means an amount equal to five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law, regulation or stock exchange rule) or pursuant to Section 1.

(cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(dd) “Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.

(ee) “U.S. Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.

3. Eligibility.

(a) First Offering Period. Any individual who is an Eligible Employee immediately prior to the first Offering Period will be automatically enrolled in the first Offering Period.

(b) Subsequent Offering Periods. Any Eligible Employee on a given Enrollment Date subsequent to the first Offering Period will be eligible to participate in the Plan, subject to the requirements of Section 5.

(c) Non-U.S. Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, Eligible Employee may be excluded from participation in the Plan or an Offering if the Administrator has determined that participation of such Eligible Employee is not advisable or practicable.

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(d) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.

4. Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after March 15 and September 15 each year, or on such other date as the Administrator will determine; provided, however, that the first Offering Period under the Plan will commence with the first Trading Day on or after the date upon which the Company’s Registration Statement is declared effective by the Securities and Exchange Commission and end on September 15, 2015, and provided, further, that the second Offering Period under the Plan will commence on September 15, 2015. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future Offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided, however, that no Offering Period may last more than twenty-seven (27) months.

5. Participation.

(a) First Offering Period. An Eligible Employee will be entitled to continue to participate in the first Offering Period pursuant to Section 3(a) only if such individual submits a subscription agreement authorizing Contributions in a form determined by the Administrator (which may be similar to the form attached hereto as Exhibit A) to the Company’s designated plan administrator (i) no earlier than the effective date of the Form S-8 registration statement with respect to the issuance of Common Stock under this Plan and (ii) no later than ten (10) business days following the effective date of such S-8 registration statement or such other period of time as the Administrator may determine (the “Enrollment Window”). An Eligible Employee’s failure to submit the subscription agreement during the Enrollment Window will result in the automatic termination of such individual’s participation in the first Offering Period.

(b) Subsequent Offering Periods. An Eligible Employee may participate in the Plan pursuant to Section 3(b) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator.

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6. Contributions.

(a) At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have Contributions (in the form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation, which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a Participant will have any payroll deductions made on such day applied to his or her account under the subsequent Purchase Period or Offering Period. The Administrator, in its sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set forth in the subscription agreement prior to each Exercise Date of each Purchase Period. A Participant’s subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

(b) In the event Contributions are made in the form of payroll deductions, such payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last pay day prior to the Exercise Date of such Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof; provided, however, that for the first Offering Period, payroll deductions will commence on the first pay day on or following the end of the Enrollment Window.

(c) All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made in whole percentages only. A Participant may not make any additional payments into such account.

(d) A Participant may discontinue his or her participation in the Plan as provided in Section 10. If permitted by the Administrator, as determined in its sole discretion, for an Offering Period, a Participant may decrease (but may not increase) the rate of his or her Contributions once during the Offering Period by (i) properly completing and submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in Contribution rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a Participant has not followed such procedures to change the rate of Contributions, the rate of his or her Contributions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator may, in its sole discretion, limit the nature and/or number of Contribution rate changes that may be made by Participants during any Offering Period, and may establish such other conditions or limitations as it deems appropriate for Plan administration. Any change in payroll deduction rate made pursuant to this Section 6(d) will be effective as of the first full payroll period following five (5) business days after the date on which the change is made by the Participant (unless the Administrator, in its sole discretion, elects to process a given change in payroll deduction rate more quickly).

(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d), a Participant’s Contributions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(d) hereof, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10.

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(f) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees to participate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted under applicable local law, (ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code and (iii) for Participants participating in the Non-423 Component.

(g) At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Common Stock or any other method of withholding the Company or the Employer deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).

7. Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event will an Eligible Employee be permitted to purchase during each Purchase Period more than 5,000 shares of Common Stock (subject to any adjustment pursuant to Section 18) and provided further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the grant of such option (i) with respect to the first Offering Period by submitting a properly completed subscription agreement in accordance with the requirements of Section 5 on or before the last day of the Enrollment Window, and (ii) with respect to any subsequent Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period of an Offering Period. Exercise of the option will occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.

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8. Exercise of Option.

(a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account. No fractional shares of Common Stock will be purchased; any Contributions accumulated in a Participant’s account, which are not sufficient to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by him or her.

(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 19. The Company may make a pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.

9. Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.

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10. Withdrawal.

(a) A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s stock administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such purpose (which may be similar to the form attached hereto as Exhibit B), or (ii) following an electronic or other withdrawal procedure determined by the Administrator. All of the Participant’s Contributions credited to his or her account will be paid to such Participant promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Section 5.

(b) A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.

11. Termination of Employment. Unless a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant, and such Participant’s option will be automatically terminated. A Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company shall not be treated as terminated under the Plan; however, if a Participant transfers from an Offering under the 423 Component to the Non-423 Component, the exercise of the option shall be qualified under the 423 Component only to the extent it complies with Section 423 of the Code.

12. Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).

13. Stock.

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be [            ] shares of Common Stock, plus an annual increase to be added on the first day of each Fiscal Year beginning with the 2016 Fiscal Year equal to the least of (i) [            ] shares of Common Stock, (ii) one percent (1%) of the outstanding shares of Common Stock on such date, or (iii) an amount determined by the Administrator.

(b) Until the shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.

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(c) Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse.

14. Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Employees eligible to participate in each sub-plan will participate in a separate Offering or in the Non-423 Component. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.

15. Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

16. Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party. Until shares of Common Stock are issued, Participants will only have the rights of an unsecured creditor with respect to such shares.

17. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.

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18. Adjustments, Dissolution, Liquidation, Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical limits of Sections 7 and 13.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.

(c) Merger or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.

19. Amendment or Termination.

(a) The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 18). If the Offering Periods are terminated prior to

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expiration, all amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as administratively practicable.

(b) Without stockholder consent and without limiting Section 19(a), the Administrator will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit Contributions in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed Contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.

(c) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;

(ii) altering the Purchase Price for any Offering Period or Purchase Period including an Offering Period or Purchase Period underway at the time of the change in Purchase Price;

(iii) shortening any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period underway at the time of the Administrator action;

(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and

(v) reducing the maximum number of Shares a Participant may purchase during any Offering Period or Purchase Period.

Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants.

20. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

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21. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

22. Code Section 409A. The 423 Component of the Plan is exempt from the application of Code Section 409A and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.

23. Term of Plan. The Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It will continue in effect for a term of twenty (20) years, unless sooner terminated under Section 19.

24. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

25. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of New York (except its choice-of-law provisions).

26. No Right to Employment. Participation in the Plan by a Participant shall not be construed as giving a Participant the right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a Subsidiary or Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.

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27. Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

28. Compliance with Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.

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EXHIBIT A

ON DECK CAPITAL, INC.

2014 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

Original Application	Offering Date:
Change in Payroll Deduction Rate

1.                              hereby elects to participate in the On Deck Capital, Inc. 2014 Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount of         % of my Compensation on each payday (from 0 to 15%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.)

3. I understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Plan.

4. I have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan.

5. Shares of Common Stock purchased for me under the Plan should be issued in the name(s) of                      (Eligible Employee or Eligible Employee and Spouse only).

6. I understand that if I dispose of any shares received by me pursuant to the Plan within two (2) years after the Offering Date (the first day of the Offering Period during which I purchased such shares) or one (1) year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price that I paid for the shares. I hereby agree to notify the Company in writing within thirty (30) days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two (2)-year and one (1)-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the

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excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (b) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan.

Employee’s Social

Security Number:

Employee’s Address:

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
	Signature of Employee

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EXHIBIT B

ON DECK CAPITAL, INC.

2014 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the On Deck Capital, Inc. 2014 Employee Stock Purchase Plan that began on                     ,              (the “Enrollment Date”) hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.

Name and Address of Participant:

Signature:

Date:

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EX-10

Exhibit 10.9

Amended and Restated

Loan and Security Agreement

Borrower:	On Deck Capital, Inc.
Address:	1400 Broadway, 25th Floor
	New York, New York 10018
Date:	November 3, 2014

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into on the above date between SQUARE 1 BANK (“Lender”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and the borrower named above (“Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

Lender and Borrower hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Loan and Security Agreement dated as of August 7, 2013 between Lender and Borrower (as amended, supplemented or modified from time to time prior to the date hereof, the “Existing LSA”) shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing LSA shall be superseded by this Agreement. All of the “Obligations” (as defined in the Existing LSA, the “Existing Obligations”) outstanding under the Existing LSA shall continue as Obligations hereunder to the extent not repaid on the date hereof, and this Agreement is given as a substitution of and modification of, and not as a payment of or novation of, the indebtedness, liabilities and Existing Obligations of Borrower under the Existing LSA.

Any and all security agreements, pledge agreements, certified resolutions, guaranties, subordination agreements, intercreditor agreements, warrants, letter of credit agreements, foreign exchange agreements, treasury management agreements, and other documents, instruments and agreements relating to the Existing LSA continue in full force and effect and any references therein to the Existing LSA shall be deemed to refer to this Agreement.

1. LOANS.

1.1 Loans. Lender will make loans to Borrower (the “Loans”), in amounts not to exceed the limit shown on the Schedule (the “Credit Limit”), subject to the provisions of this Agreement. Loans may be repaid and reborrowed, subject to the terms and conditions of this Agreement.

1.2 Interest. All Loans and all other monetary Obligations shall bear interest at the interest rate shown on the Schedule. Accrued interest shall be payable monthly, on the last day of the month, and shall be charged to Borrower’s loan account (and, if unpaid, the same shall thereafter bear interest at the same rate as the other Loans).

1.3 Overadvances. If at any time or for any reason the total of all outstanding Loans and all other monetary Obligations exceeds the Credit Limit (an “Overadvance”), Borrower shall pay the amount of the excess to Lender within one Business Day after its knowledge thereof, without notice or demand. Without limitation on the foregoing, if an Overadvance exists as of 5:00 P.M. Durham, North Carolina time on any day, Lender may cease making any Loans hereunder until no Overadvance exists. Without limiting Borrower’s obligation to repay to Lender the amount of any Overadvance, Borrower agrees to pay Lender interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

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1.4 Fees. Borrower shall pay Lender the fees shown on the Schedule, which are in addition to all interest and other sums payable to Lender and are not refundable.

1.5 Loan Requests. To obtain a Loan, Borrower shall make a request to Lender by email or facsimile. Loan requests received after 1:00 PM Eastern Time will be deemed made on the next Business Day. Lender may rely on any email, facsimile or telephone request for a Loan given by a person whom Lender reasonably believes is an authorized representative of Borrower, and Borrower will indemnify Lender for any loss Lender suffers as a result of that reliance.

2. SECURITY INTEREST. To secure the payment and performance of all of the Obligations when due, Borrower hereby grants to Lender a security interest in all of the following (collectively, the “Collateral”): all right, title and interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; the Operating Account and any other Deposit Account held at Lender or with respect to which Borrower, Lender and the depositary bank have executed and delivered a deposit account control agreement; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property (including without limitation all Customer Loans and Customer Loan Documentation); and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above.

Notwithstanding the foregoing, the Collateral shall not include any of the following property (the “Excluded Property”):

(i) property which consists of a license of Intellectual Property to Borrower, pursuant to a license which is nonassignable by its terms without the consent of the licensor thereof (but only to the extent such prohibition on assignability is enforceable under applicable law, including, without limitation, Section 9408 of the Code);

(ii) property which consists of a lease of Equipment leased to Borrower pursuant to a capital lease which by its terms is non-assignable (but only to the extent such prohibition on assignability is enforceable under applicable law, including, without limitation, Sections 9407 of the Code);

(iii) property other than Customer Loans and Cash, if the granting of a security interest in the property is prohibited by enforceable provisions of applicable law, provided that upon the cessation of any such prohibition, such property shall automatically become part of the Collateral; or

(iv) property that is subject to a Lien that is permitted pursuant to clause (i) of the definition of Permitted Liens, if the grant of a security interest with respect to such property would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, but only to the extent such prohibition is enforceable under applicable law, and provided, that such property will be deemed “Collateral” hereunder upon the termination and release of such Permitted Lien; or

(v) “intent-to-use” Trademarks until such time as the Borrower begins to use such Trademarks;

(vi) any Customer Loan and related assets (including any “Related Security”, as defined in the Permitted SPE Financings) sold or transferred or purported to be sold or transferred by Borrower pursuant to a transaction permitted under this Agreement, including a Permitted SPE Sale, a Permitted Charged-Off Sale and a Permitted Whole Loan Sale, and from and after the date of any such sale any collections and other proceeds received by Borrower with respect to such Customer Loan and related assets (other than (A) the Purchase Price paid to Borrower in connection with such sale, and (B) any distributions made to Borrower in connection with such sale); or

(vii) any Excluded Account.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

In order to induce Lender to enter into this Agreement and to make Loans, Borrower represents and warrants to Lender as follows, and Borrower covenants that the following representations will continue to be true (except to the extent that such representation or warranty relates to a particular date), and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations (other than contingent, unmatured indemnification Obligations) have been paid and performed in full:

3.1 Corporate Existence and Authority. Borrower is, and will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Borrower is and will continue to be qualified

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and licensed to do business in all jurisdictions in which any failure to do so would result in a Material Adverse Change. The execution, delivery and performance by Borrower of this Agreement, and all other documents contemplated hereby (i) have been duly and validly authorized, (ii) are not subject to any consents, which have not been obtained, (iii) are enforceable against Borrower in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally), and (iv) do not violate Borrower’s articles or certificate of incorporation, or Borrower’s by-laws, or any law or any material agreement or instrument, which is binding upon Borrower or its property, and (v) do not constitute grounds for acceleration of any indebtedness or obligations in excess of $50,000 in the aggregate, under any agreement or instrument which is binding upon Borrower or its property.

3.2 Name; Trade Names and Styles. As of the date hereof, the name of Borrower set forth in the heading to this Agreement is its correct name. Listed in the Representations are all prior names of Borrower and all of Borrower’s present and prior trade names, as of the date hereof. Borrower shall give Lender 30 days’ prior written notice before changing its name or doing business under any other name. Borrower has complied, and will in the future comply, in all material respects, with all laws relating to the conduct of business under a fictitious business name, except where all failures to do so will not result in damage to Borrower of more than a total of $250,000.

3.3 Place of Business; Location of Collateral. As of the date hereof, the address set forth in the heading to this Agreement is Borrower’s chief executive office. In addition, as of the date hereof, Borrower has places of business and Collateral is located only at the locations set forth in the Representations. Borrower will give Lender at least 15 days prior written notice before opening any additional place of business, changing its chief executive office, or moving any of the Collateral to a location other than Borrower’s Address or one of the locations set forth in the Representations, except that Borrower may maintain sales offices in the ordinary course of business at which not more than a total of $250,000 fair market value of Equipment and Inventory is located.

3.4 Title to Collateral; Perfection; Permitted Liens.

(a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower, and except for non-exclusive licenses granted by Borrower in the ordinary course of business. The Collateral now is and will remain free and clear of any and all Liens and adverse claims, except for Permitted Liens. Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times take commercially reasonable measures to defend Lender’s security interest in the Collateral against all claims of others.

(b) [intentionally omitted].

(c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Lender thereof in writing and provide Lender with such information regarding the same as Lender shall request. Such notification to Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Lender, and Borrower shall execute and deliver all such documents and take all such actions as Lender shall request in connection therewith.

(d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower will keep in full force and effect, and will comply with all material terms of, any lease of real property where any of the Collateral now or in the future may be located, except in each case to the extent its failure to do so would not result in total damages for all such failures in excess of $1,000,000.

(e) Except as disclosed in the Representations, Borrower is not a party to, nor is it bound by, any material license or other agreement that is required for the conduct of Borrower’s business and that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property required for the conduct of Borrower’s business.

(f) Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by Borrower in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing to Borrower that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Change.

3.5 [intentionally omitted]

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3.6 Maintenance of Collateral. Borrower will maintain all tangible Collateral in good working condition (ordinary wear and tear excepted), and Borrower will not use the Collateral for any unlawful purpose. Borrower will immediately advise Lender in writing of any material loss or damage to the Collateral having a value in excess of $250,000.

3.7 Books and Records. Borrower has maintained and will maintain at Borrower’s Address books and records, which are complete and accurate in all material respects, and comprise an accounting system in accordance with GAAP in all material respects.

3.8 Financial Condition, Statements and Reports. All financial statements now or in the future delivered to Lender have been, and will be, prepared in conformity with GAAP, and now and in the future will fairly present the results of operations and financial condition of Borrower, in accordance with GAAP, at the times and for the periods therein stated (except for non-compliance with FAS 123R (FASB ASC 718) in monthly financial statements, and, in the case of interim financial statements, for the lack of footnotes and subject to year-end adjustments). Between the last date covered by any such statement provided to Lender and the date hereof, there has been no Material Adverse Change.

3.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed, and will timely file, all required tax returns and reports, and Borrower has timely paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, except in each case to the extent its failure to do so is not reasonably likely to result in damages or penalties incurred by Borrower in excess of $250,000 in total. Borrower may, however, defer payment of any contested taxes, provided that Borrower (i) in good faith contests Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not and will not withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

3.10 Compliance with Law. Borrower has, to the best of its knowledge, complied, and will in the future comply, in all material respects, with all provisions of all foreign, federal, state and local laws and regulations applicable to Borrower, except to the extent its failure to do so is not reasonably likely to result in a Material Adverse Change, including, but not limited to, those relating to Borrower’s ownership of real or personal property, the conduct and licensing of Borrower’s business, and all environmental matters. Borrower has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Change.

3.11 Litigation. As of the date hereof, there is no claim, suit, litigation, proceeding or investigation pending or, to Borrower’s knowledge, threatened against or affecting Borrower in any court or before any governmental agency (or any basis therefor known to Borrower) involving any claim against Borrower of more than $250,000. Borrower will promptly inform Lender in writing of any claim, proceeding, litigation or investigation in the future threatened or instituted against Borrower involving any claim against Borrower of more than $250,000.

3.12 Use of Proceeds. All proceeds of all Loans shall be used solely for Borrower’s working capital and repayment of certain existing indebtedness to existing lenders to Borrower. Borrower is not purchasing or carrying any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan will be used to purchase or carry any “margin stock” or to extend credit to others for the purpose of purchasing or carrying any “margin stock.”

3.13 Solvency, Payment of Debts. Borrower is able to pay its debts (including trade debts) as they mature; the fair saleable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrower is not left with unreasonably small capital after the transactions contemplated by this Agreement.

4. CUSTOMER LOANS.

4.1 Customer Loan Documentation. If requested by Lender, Borrower shall furnish Lender with copies (or, at Lender’s request after an Event of Default, originals to the extent originals exist) of all Customer Loan Documentation, and Borrower warrants the genuineness of all of the foregoing, and absent any delivery of Customer Loan Documentation to Lender, Borrower shall at all times retain possession of all Customer Loan Documentation.

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4.2 Accounts with Lender. Borrower shall open and maintain a deposit account with Lender into which Lender may credit Loans to be made to Borrower. Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against the any account Borrower maintains with Lender or to cause payment of amounts due under the Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to such account sufficient to cover any such charges then presented, such Loans to be subject to the terms of this Agreement as though made pursuant to a request from Borrower.

4.3 Verifications. Upon the occurrence and during the continuance of any Event of Default, Lender may, from time to time, verify directly with the respective Customer Loan Obligor the validity, amount and other matters relating to the Customer Loan, by means of mail, telephone or otherwise, either in the name of Borrower or Lender or such other name as Lender may choose.

5. ADDITIONAL DUTIES OF BORROWER.

5.1 Financial and Other Covenants. Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

5.2 Insurance. Borrower shall, at all times insure all of the tangible personal property Collateral and carry such other business insurance, with insurers reasonably acceptable to Lender, in such form and amounts as Lender may reasonably require and that are customary and in accordance with standard practices for Borrower’s industry and locations, and Borrower shall provide evidence of such insurance to Lender. All such insurance policies shall name Lender as loss payee, and shall contain a lenders loss payee endorsement in form reasonably acceptable to Lender. Upon receipt of the proceeds of any such insurance (other than proceeds from Borrower’s business interruption insurance, which shall be released to Borrower unless a material portion of the Obligations has been accelerated in connection with the occurrence of an Event of Default or a Default or Event of Default has occurred and is continuing under Section 7.1(k) or 7.1(l)), if no Event of Default has occurred and is continuing, Lender shall release to Borrower such insurance proceeds, which shall be utilized by Borrower for such purposes that are in accordance with this Agreement as its Board of Directors shall determine after receipt of such proceeds. Lender may require reasonable assurance that the insurance proceeds so released will be so used. If Borrower fails to provide or pay for any insurance, Lender may, but is not obligated to, obtain the same at Borrower’s expense. Borrower shall promptly deliver to Lender copies of all material reports made to insurance companies.

5.3 Reports. Borrower, at its expense, shall provide Lender with the written reports set forth in the Schedule, and such other written reports with respect to Borrower as Lender shall from time to time specify in its Good Faith Business Judgment.

5.4 Access to Collateral, Books and Records. At reasonable times, and on two Business Days’ notice, Lender, or its agents, shall have the right to inspect the Collateral, and the right to audit and copy Borrower’s books and records. The foregoing inspections and audits shall be at Borrower’s expense and the charge therefor shall be $1,000 per person per day (or such other amount as shall represent Lender’s then current standard charge for the same), plus reasonable and documented out-of-pocket expenses (including without limitation any additional costs and expenses of outside auditors retained by Lender); provided that Borrower shall not be required to reimburse Lender for the cost of more than two such audits, or for an aggregate of more than $20,000, in any fiscal year, except that such limitations shall not apply if any Default or Event of Default has occurred and is continuing.

5.5 Negative Covenants. Except as may be permitted in the Schedule, Borrower shall not, without Lender’s prior written consent (which shall be a matter of its Good Faith Business Judgment), do any of the following:

(i) merge or consolidate with another corporation or entity;

(ii) acquire any assets, except (A) for assets acquired in the ordinary course of business, (B) for acquisitions of assets outside the ordinary course of business in a total amount not exceeding a total of $500,000 in any fiscal year, (C) for assets acquired outside the ordinary course of business, after written notice to Lender, the acquisition of which was approved by the Borrower’s Board of Directors, (D) repurchases of Customer Loans previously sold, or transferred to an SPE pursuant to a transaction permitted under this Agreement, if required by the underlying sale or transfer documents, and (E) repurchases of Customer Loans previously sold, or transferred in a Permitted Whole Loan Sale, if required by the underlying sale or transfer documents;

(iii) enter into any transaction outside the ordinary course of business that is not dealt with in another subparagraph of this Section 5.5, except for such transactions that, in the aggregate, do not involve more than $500,000 in any fiscal year;

(iv) sell or transfer any Collateral, except for (A) Permitted SPE Sales, (B) Permitted Whole Loan Sales, (C) Permitted Charged-Off Sales, (D) the sale of obsolete or unneeded Equipment in the ordinary course of business, and (E) the sale or transfer of Collateral (other than Customer Loans) outside the ordinary course of business that was approved by the Borrower’s Board of Directors.

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(v) make any loans of any money or other assets or any other Investments, other than (A) Permitted Investments, (B) loans made in the ordinary course of business (providing loans and other credit products to commercial borrowers shall be deemed in the ordinary course of Borrower’s business for purposes of this Section 5), (C) Investments in Canadian Subsidiaries which are in businesses similar to that of Borrower and which are permitted by Section 5.5(xiv), in an aggregate amount not exceeding $5,000,000, and in Domestic Subsidiaries which are in businesses similar to that of Borrower and which are permitted by Section 5.5(xiv), (D) Investments permitted in another subparagraph of this Section 5.5, and (E) other Investments not exceeding a total of $1,000,000 in any fiscal year;

(vi) create, incur, assume or permit to be outstanding any Indebtedness other than Permitted Indebtedness;

(vii) guarantee or otherwise become liable with respect to the obligations of another party or entity, other than Permitted Guarantees;

(viii) pay or declare any dividends on Borrower’s stock (except for dividends payable solely in stock of Borrower);

(ix) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of Borrower’s stock or other equity securities, except for (A) repurchases of stock from former employees or directors of Borrower under the terms of applicable repurchase agreements in an aggregate amount not to exceed $200,000 in any fiscal year, or (B) any redemption, retirement, purchase or other acquisition of Borrower’s stock or other equity securities made using only the proceeds received from any substantially contemporaneous equity issuance of Borrower;

(x) engage, directly or indirectly, in any business other than the businesses currently engaged in by Borrower or reasonably related thereto, or become an “investment company” within the meaning of the Investment Company Act of 1940;

(xi) directly or indirectly enter into, or permit to exist, any material transaction with any Affiliate of Borrower, except for (A) any Permitted SPE Sale made in connection with a Permitted SPE Financing (and transactions reasonably related thereto or contemplated therein, including any servicing arrangements), (B) transactions that are in the ordinary course of Borrower’s business, and are on fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (C) transactions existing on the date hereof and set forth in the Representations; or

(xii) reincorporate in another state;

(xiii) change its fiscal year, without written notice to Lender within five Business Days thereafter;

(xiv) create a Subsidiary (other than any SPE and ODSC, LLC), except for the creation of (A) any Domestic Subsidiary that was approved by the Borrower’s Board of Directors and that, within 10 Business Days after the date it is created, executes and delivers all such documents and takes all such actions as Lender determines are necessary or appropriate for such Subsidiary to become, at Lender’s option, either a co-borrower hereunder or a guarantor hereof, including providing Lender with a first-priority perfected security interest in all of its assets (other than assets of the type described in Sections 2(i) – 2(v) hereof) to secure its obligations as a co-borrower or guarantor, and (B) any Canadian Subsidiary which was approved by Borrower’s Board of Directors; in the case of both (A) and (B), provided that after giving effect to the foregoing, no Default or Event of Default would occur, and subject to Section 5.5(v);

(xv) dissolve or elect to dissolve; or

(xvi) agree to do any of the foregoing, unless such agreement provides that it is subject to the prior written consent of Lender.

Transactions permitted by the foregoing provisions of this Section are only permitted if no Event of Default has occurred and is continuing, or would occur as a result of such transaction, except that Permitted SPE Sales, Permitted Whole Loan Sales and Permitted Charged-Off Sales permitted by the foregoing provisions of this Section shall still be permitted unless a material portion of the Obligations has been accelerated in connection with the occurrence of an Event of Default or a Default or Event of Default has occurred and is continuing under Section 7.1(k) or 7.1(l).

5.6 Litigation Cooperation. Should any third-party suit or proceeding be instituted by or against Lender with respect to any Collateral or relating to Borrower and such suit or proceeding is not instituted by Lender against Borrower or any of Borrower’s Affiliates, Borrower shall, without expense to Lender, make available Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Lender may deem them reasonably necessary in order to prosecute or defend any such suit or proceeding.

5.7 Notification of Changes. Borrower will give Lender written notice of any change in its executive officers within ten days after the date of such change.

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5.8 Registration of Intellectual Property Rights.

(a) Borrower shall promptly give Lender written notice of any applications or registrations it files or obtains with respect to Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, including the date of any such filing and the registration or application numbers, if any.

(b) Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Intellectual Property, (ii) detect infringements of the Intellectual Property, and (iii) not allow any material Intellectual Property to be abandoned, forfeited or dedicated to the public except as shall be approved by the Board of Directors of Borrower.

5.9 Deposit of Cash Purchase Price. Borrower shall deposit, or cause to be deposited, into the Operating Account, the cash Purchase Price received by it, if any, for the sale of Customer Loans and related assets (including any related security).

5.10 Further Assurances. Borrower agrees, at its expense, on request by Lender, to execute all documents and take all actions, as Lender, may, in its Good Faith Business Judgment, deem necessary or useful in order to perfect and maintain Lender’s perfected first-priority security interest in the Collateral (subject only to Permitted Liens), and in order to fully consummate the transactions contemplated by this Agreement.

6. TERM.

6.1 Maturity Date. The financing provided by Lender to Borrower under this Agreement shall continue in effect until the maturity date set forth on the Schedule (the “Maturity Date”), subject to Section 6.3 below.

6.2 Early Termination. The financing provided by Lender to Borrower under this Agreement may be terminated prior to the Maturity Date as follows: (i) by Borrower, effective 20 days after written notice of termination is given to Lender; or (ii) by Lender at any time after the occurrence and during the continuance of an Event of Default, without notice, effective immediately.

6.3 Payment of Obligations. On the Maturity Date or on any earlier effective date of termination of the financing provided by Lender to Borrower under this Agreement, Borrower shall pay and perform in full all Obligations (other than the Surviving Obligations), whether evidenced by installment notes or otherwise, and whether or not all or any part of such Obligations are otherwise then due and payable. Notwithstanding any termination of the financing provided by Lender to Borrower under this Agreement, all of Lender’s security interests in all of the Collateral and all of the terms and provisions of this Agreement shall continue in full force and effect until all Obligations (other than the Surviving Obligations) have been paid and performed in full; provided that Lender may, in its sole discretion, refuse to make any further Loans after termination. No termination shall in any way affect or impair any right or remedy of Lender, nor shall any such termination relieve Borrower of any Obligation to Lender, until all of the Obligations (other than the Surviving Obligations) have been paid and performed in full. Upon payment in full of all of the Obligations (other than the Surviving Obligations), Lender shall, at Borrower’s expense, release or terminate all financing statements and other filings in favor of Lender as may be required to fully terminate Lender’s security interests, provided that there are no suits, actions, proceedings or claims pending or threatened against any Person indemnified by Borrower under this Agreement with respect to which indemnity has been or may be sought, upon Lender’s receipt of the following, in form and content satisfactory to Lender: (i) cash payment in full of all of the Obligations (other than contingent, unmatured indemnification Obligations) and performance by Borrower of all non-monetary Obligations (other than the Surviving Obligations) under this Agreement, (ii) written confirmation by Borrower that the commitment of Lender to make Loans under this Agreement has terminated, (iii) a general release of all claims against Lender, its officers, directors, agents, attorneys and Affiliates by Borrower relating to Lender’s performance and obligations under the Loan Documents, on Lender’s standard form, and (iv) an agreement by Borrower to indemnify Lender for any payments received by Lender that are applied to the Obligations that may subsequently be returned or otherwise not paid for any reason.

6.4 Surviving Obligations. Upon termination of the financing provided by Lender to Borrower under this Agreement and payment in full all Obligations (other than the Surviving Obligations), the provisions of this Agreement shall terminate, provided that the following provisions shall continue in effect and be applicable to the Surviving Obligations: Sections 5.6, 7.1(k), 7.1(l), 7.2(b), applicable definitions under Section 8, 9.5 through 9.16, 9.19 through 9.20, and Section 3 of the Schedule relating to the Success Fee.

7. EVENTS OF DEFAULT AND REMEDIES.

7.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement, and Borrower shall give Lender immediate written notice thereof:

(a) Any warranty, representation, statement, report or certificate made or delivered to Lender by Borrower or any of Borrower’s officers, employees or agents, now or in the future, shall be untrue or misleading in a material respect when made or deemed to be made; or

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(b) Except as may be provided otherwise in Section 7.1(c) below, Borrower shall fail to pay (i) when due any Loan or, (ii) within one Business Day after the date due, any interest thereon, or (iii) within two Business Days after the date due, any other monetary Obligation; or

(c) if (i) Borrower shall fail to pay any Overadvance within one Business Day after its knowledge thereof, and (ii) Lender shall give written notice to Borrower that Lender elects to declare an Event of Default based on clause (i) above (and, notwithstanding Section 9.5, such notice may be given by Lender by email, which notice will be effective when given); or

(d) Borrower shall fail to comply with any non-monetary Obligation which by its nature cannot be cured, or shall fail to comply with the provisions of Section 5.4 (titled “Access to Collateral, Books and Records”), Section 5.5 (titled “Negative Covenants”), Section 5 of the Schedule (titled “Financial and Other Covenants”) (but subject to any equity cure provisions that may be set forth in Section 5 of the Schedule), Sections 6(a), 6(d) and 6(f) of the Schedule (titled “Reporting”), or Section 8 of the Schedule (titled “Additional Provisions”); or

(e) Borrower shall fail to perform any other non-monetary Obligation, which failure is not cured within ten Business Days after the earlier of the date (i) such failure first becomes known or should have become known in the exercise of reasonable diligence by an officer of Borrower, or (ii) Lender gives written notice thereof to Borrower; or

(f) any Collateral becomes subject to any Lien (other than a Permitted Lien) which is not released within ten Business Days after the earlier of the date that (i) such failure first becomes known to an officer of Borrower, or (ii) written notice thereof is given to Borrower by Lender; or

(g) any Collateral is attached, seized, subjected to a writ or distress warrant, or is levied upon, and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within 15 days, or if Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if the aggregate amount of judgments or other claims that have become Liens on any of the Collateral ever exceeds $250,000 for more than 20 days, or if a notice of lien, levy, or assessment is filed of record with respect to any of the Collateral by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and such notice of lien, levy, or assessment is not released within 10 Business Days;

(h) any default or event of default occurs under any obligation secured by a Permitted Lien in excess of $250,000 (for all such obligations) (other than any obligation governed by Section 7.1(n) below), which is not cured within any applicable cure period or waived in writing by the holder of the Permitted Lien; or

(i) Borrower breaches any material contract or obligation (other than any obligation governed by Section 7.1(n) below), which has resulted or may reasonably be expected to result in a Material Adverse Change; or

(j) a final, judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least $250,000 shall be rendered against Borrower, and the same remain unsatisfied and unstayed for a period of 10 Business Days or more; or

(k) Dissolution, termination of existence, temporary or permanent suspension of business, or insolvency of Borrower; or appointment of a receiver, trustee or custodian (which appointment is not rescinded within 15 Business Days), for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any Insolvency Proceeding by Borrower; or

(l) the commencement of any Insolvency Proceeding against Borrower, which is not cured by the dismissal thereof within 60 days after the date commenced; or

(m) with respect to any Permitted SPE Sale, Borrower shall not have been paid at least 75% of the Purchase Price for the Customer Loans sold or transferred in such Permitted SPE Sale contemporaneously with such sale in cash by depositing the same in the Operating Account;

(n) an event of default shall occur under any Permitted SPE Financing with a principal amount in excess of $1,000,000 and such event of default results in the acceleration of amounts owed thereunder or the exercising of remedies with respect to such event of default; or

(o) Borrower makes any payment on account of any indebtedness or obligation which has been subordinated to the Obligations, other than as permitted in the applicable subordination agreement, or if any Person who has subordinated such indebtedness or obligations terminates or in any way limits its subordination agreement and Borrower has acquiesced to or taken action that resulted in such termination or limit; or

(p) a Change in Control shall occur; or

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(q) there is a change in the person(s) holding any two of the positions of Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer, of the Borrower (e.g., two persons holding the positions of Chief Executive Officer and Chief Operating Officer, respectively, or one person holding both positions of Chief Executive Officer and Chief Financial Officer, etc.), and such person(s) is not replaced with another person(s) acceptable to Lender in its Good Faith Business Judgment within 30 days after the first date that both such positions are vacant; or

(r) Borrower shall generally not pay its debts as they become due, or Borrower shall conceal, remove or transfer any part of its property, with intent to hinder, delay or defraud its creditors, or make or suffer any transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or

(s) a Material Adverse Change shall occur.

Lender may cease making any Loans hereunder during any of the cure periods specified above in clauses (c), (g), (k), or (l), and thereafter if an Event of Default has occurred and is continuing.

7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default, and at any time thereafter, Lender, at its option, and without notice or demand of any kind (all of which are hereby expressly waived by Borrower), may do any one or more of the following: (a) Cease making Loans or otherwise extending credit to Borrower under this Agreement or any other Loan Document; (b) Accelerate and declare all or any part of the Obligations to be immediately due, payable, and performable, notwithstanding any deferred or installment payments allowed by any instrument evidencing or relating to any Obligation; (c) Take possession of any or all of the Collateral wherever it may be found, and for that purpose Borrower hereby authorizes Lender without judicial process to enter onto any of Borrower’s premises without interference to search for, take possession of, keep, store, or remove any of the Collateral, and remain on the premises or cause a custodian to remain on the premises in exclusive control thereof, without charge for so long as Lender deems it necessary, in its Good Faith Business Judgment, in order to complete the enforcement of its rights under this Agreement or any other agreement; provided, however, that should Lender seek to take possession of any of the Collateral by court process, Borrower hereby irrevocably waives: (i) any bond and any surety or security relating thereto required by any statute, court rule or otherwise as an incident to such possession; (ii) any demand for possession prior to the commencement of any suit or action to recover possession thereof; and (iii) any requirement that Lender retain possession of, and not dispose of, any such Collateral until after trial or final judgment; (d) Require Borrower to assemble any or all of the Collateral and make it available to Lender at places designated by Lender which are reasonably convenient to Lender and Borrower, and to remove the Collateral to such locations as Lender may deem advisable; (e) Complete the processing, manufacturing or repair of any Collateral prior to a disposition thereof and, for such purpose and for the purpose of removal, Lender shall have the right to use Borrower’s premises, Equipment and all other property without charge; (f) Sell, lease or otherwise dispose of any of the Collateral, in its condition at the time Lender obtains possession of it or after further manufacturing, processing or repair, at one or more public and/or private sales, in lots or in bulk, for cash, exchange or other property, or on credit, and to adjourn any such sale from time to time without notice other than oral announcement at the time scheduled for sale. Lender shall have the right to conduct such disposition on Borrower’s premises without charge, for such time or times as Lender deems reasonable, or on Lender’s premises, or elsewhere and the Collateral need not be located at the place of disposition. Lender may directly or through any Affiliate purchase or lease any Collateral at any such public disposition, and if permissible under applicable law, at any private disposition. Any sale or other disposition of Collateral shall not relieve Borrower of any liability Borrower may have if any Collateral is defective as to title or physical condition or otherwise at the time of sale; (g) demand payment of, and collect any Accounts, General Intangibles, Customer Loans and other Collateral and, in connection therewith, Borrower irrevocably authorizes Lender to endorse or sign Borrower’s name on all collections, receipts, instruments and other documents, to take possession of and open mail addressed to Borrower and remove therefrom payments made with respect to any item of the Collateral or proceeds thereof, and, in Lender’s Good Faith Business Judgment, to grant extensions of time to pay, compromise claims and settle any of the foregoing for less than face value; (h) demand and receive possession of any of Borrower’s federal and state income tax returns and the books and records utilized in the preparation thereof or referring thereto; and (i) set off any of the Obligations against any general, special or other Deposit Accounts of Borrower maintained with Lender. All reasonable attorneys’ fees, expenses, costs, liabilities and obligations incurred by Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. Without limiting any of Lender’s rights and remedies, from and after the occurrence and during the continuance of any Event of Default, the interest rate applicable to the Obligations shall be increased by an additional two percent per annum (the “Default Rate”).

7.3 Standards for Determining Commercial Reasonableness. Borrower and Lender agree that a sale or other disposition (collectively, “Sale”) of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) notice of the Sale is given to Borrower at least ten days prior to the Sale, and, in the case of a public Sale, notice of the Sale is published at least five days before the date of the Sale in a newspaper of general circulation in the county where the Sale is to be conducted; (ii) notice of the Sale describes the Collateral in general, non-specific terms;

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(iii) the Sale is conducted at a place designated by Lender, with or without the Collateral being present; (iv) the Sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) payment of the purchase price in cash or by cashier’s check or wire transfer is required; (vi) with respect to any Sale of any of the Collateral, Lender may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Lender shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.

7.4 Investment Property. If an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, and distributions with respect to, Investment Property in trust for Lender, and Borrower shall deliver all such payments, proceeds and distributions to Lender, immediately upon receipt, in their original form, duly endorsed, to be applied to the Obligations in such order as Lender shall determine. Borrower recognizes that Lender may be unable to make a public sale of any or all of the Investment Property, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale thereof.

7.5 Power of Attorney. Upon the occurrence and during the continuance of any Event of Default, without limiting Lender’s other rights and remedies, Borrower grants to Lender an irrevocable power of attorney coupled with an interest, authorizing and permitting Lender (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Lender agrees that if it exercises any right hereunder, it will do so in good faith and in a commercially reasonable manner: (a) execute on behalf of Borrower any documents that Lender may, in its Good Faith Business Judgment, deem advisable in order to perfect and maintain Lender’s security interest in the Collateral, or in order to exercise a right of Borrower or Lender, or in order to fully consummate all the transactions contemplated under this Agreement, and all other Loan Documents; (b) execute on behalf of Borrower, any invoices relating to any Account or other Collateral, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or other Lien, or assignment or satisfaction of mechanic’s, materialman’s or other Lien; (c) take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of Borrower upon any instruments, or documents, evidence of payment or Collateral that may come into Lender’s possession; (d) endorse all checks and other forms of remittances received by Lender; (e) pay, contest or settle any Lien and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (f) grant extensions of time to pay, compromise claims and settle Accounts, General Intangibles and Customer Loans for less than face value and execute all releases and other documents in connection therewith; (g) pay any sums required on account of Borrower’s taxes or to secure the release of any Liens therefor, or both; (h) settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (i) instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Lender the same rights of access and other rights with respect thereto as Lender has under this Agreement; and (j) take any action or pay any sum required of Borrower pursuant to this Agreement and any other Loan Documents; (k) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Lender without first obtaining Borrower’s approval of or signature to such modification by amending exhibits thereto, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (l) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; provided Lender may exercise such power of attorney to sign the name of Borrower on any of the documents described in clauses (k) and (l) above, regardless of whether an Event of Default has occurred. Any and all reasonable sums paid and any and all reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. In no event shall Lender’s rights under the foregoing power of attorney or any of Lender’s other rights under this Agreement be deemed to indicate that Lender is in control of the business, management or properties of Borrower.

7.6 Application of Proceeds. All proceeds realized as the result of any Sale of the Collateral shall be applied by Lender first to the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Lender in the exercise of its rights under this Agreement, second to the interest due upon any of the Obligations, and third to the principal of the Obligations, in such order as Lender shall determine in its sole discretion. Any surplus shall be paid to Borrower or other persons legally entitled thereto; Borrower shall remain liable to Lender for any deficiency. If, Lender, in its Good Faith Business Judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any Sale of Collateral, Lender shall have the option, exercisable at any time, in its Good Faith Business Judgment, of either reducing the Obligations by the principal amount of purchase price or deferring the reduction of the Obligations until the actual receipt by Lender of the cash therefor.

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7.7 Remedies Cumulative. In addition to the rights and remedies set forth in this Agreement, Lender shall have all the other rights and remedies accorded a secured party under the Uniform Commercial Code and under all other applicable laws, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, and all of such rights and remedies are cumulative and none is exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. The failure or delay of Lender to exercise any rights or remedies shall not operate as a waiver thereof, but all rights and remedies shall continue in full force and effect until all of the Obligations have been fully paid and performed.

7.8 Liability. Lender shall not be responsible or liable for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Customer Loan, or for settling any Customer Loan in good faith for less than the full amount thereof, nor shall Lender be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to any Customer Loan or any Customer Loan Documentation, provided in each case that it acts in its Good Faith Business Judgment. Nothing in this Section 7.8 shall, however, relieve Lender from liability for its own gross negligence or willful misconduct.

8. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:

“Account Debtor” means the obligor on an Account, General Intangible, Customer Loan or other Collateral.

“Accounts” means all present and future “accounts” as defined in the Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all accounts receivable and other sums owing to Borrower.

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Approved Fund” means any Person that, in the ordinary course of its business, is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit that generally have an original par amount in excess of $10,000,000 and that is administered or managed by an entity that is not included in the list of entities set forth in clause (b) of the definition of Direct Competitor or any Affiliate thereof.

“Borrower’s Credit Policy” shall mean Borrower’s Credit Policy dated April 14, 2014, a copy of which is attached hereto as Exhibit A, with such changes thereto after the date hereof as are from time to time approved by the Credit Committee of the Board of Directors of Borrower, provided that (i) the Credit Policy continues to be similar to the credit policy attached hereto as Exhibit A and (ii) any such changes would not reasonably be expected to be materially adverse to Lender.

“Business Day” means a day on which Lender is open for business.

“Canadian Subsidiary” means a Subsidiary organized under the laws of Canada or any province thereof.

“Change in Control” means a transaction other than a bona fide equity financing or series of financings on terms and from investors reasonably acceptable to Lender in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction, provided that for the avoidance of doubt, an initial underwritten public offering of stock of the Borrower pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (an “Initial Public Offering”), shall not constitute a “Change of Control” under this Agreement.

“Code” means the Uniform Commercial Code as adopted and in effect in the State of North Carolina from time to time.

“Collateral” has the meaning set forth in Section 2 above.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such

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Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“continuing” and “during the continuance of” when used with reference to a Default or Event of Default means that the Default or Event of Default has occurred and has not been either waived in writing by Lender or cured within any applicable cure period.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held.

“Customer Loan” means a commercial loan made by Borrower in the ordinary course of Borrower’s business, or by the Originating Bank and acquired by Borrower from the Originating Bank in the ordinary course of Borrower’s business, and all sums due from the Customer Loan Obligor in connection therewith, which loan has not been sold or transferred, or purported to be sold or transferred, by Borrower.

“Customer Loan Documentation” means the promissory notes, loan agreements and other documentation entered into from time to time between Borrower and its customers relating to Customer Loans, as such documentation may be amended from time to time in accordance with the Credit Policy.

“Customer Loan Obligor” means the person or entity to whom a loan is made by Borrower in the ordinary course of its business, and any guarantor thereof or other person liable thereon.

“Daily Pay Customer Loan” means any Customer Loan for which Payments are generally due on every Business Day.

“Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

“Default Rate” has the meaning set forth in Section 7.2 above.

“Deposit Accounts” means all present and future “deposit accounts” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all general and special bank accounts, demand accounts, checking accounts, savings accounts and certificates of deposit.

“Direct Competitor” means (a) any Person engaged in the same or similar line of business as Borrower, (b) any Person that is a direct competitor of Borrower or any Subsidiary of Borrower and is identified as such by Borrower to Lender prior to the date hereof (as such list is updated by Borrower from time to time, and acknowledged in writing by Lender (such acknowledgment not to be unreasonably withheld)) or (c) any Affiliate of any such Person; provided that, any Person (other than any Person listed in clause (b) and their Affiliates) that either (i) both (A) has a market capitalization equal to or greater than $5 billion and (B) that is in the business of investing in commercial loans that generally have an original par amount in excess of $10,000,000 or (ii) that is an Approved Fund, shall in either case not be deemed a “Direct Competitor” hereunder.

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“Equipment” means all present and future “equipment” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“Event of Default” means any of the events set forth in Section 7.1 of this Agreement.

“Excluded Account” means all Deposit Accounts other than the Operating Account and any other Deposit Account held at Lender or with respect to which Borrower, Lender and the depositary bank have executed and delivered a deposit account control agreement.

“Expected Yield” means, with respect to any Customer Loan, the expected aggregate annualized rate of return (calculated inclusive of all interest and fees (other than any Upfront Fees)) of such Customer Loan over the life of such Customer Loan (assuming (x) in the case of a Daily Pay Customer Loan, a 252 or 257-day, as applicable, year, and (y) in the case of a Weekly Pay Customer Loan, a 52-week year (or, in any case, such other number of payment days set forth in the Credit Policy for a 12-month term Customer Loan).

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“FFOR” means Fund for ODC Receivables LLC, a Delaware limited liability company and wholly owned Subsidiary of the Borrower.

“GAAP” means generally accepted accounting principles consistently applied, as in effect from time to time in the United States.

“General Intangibles” means all present and future “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all Intellectual Property, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“Good Faith Business Judgment” means Lender’s business judgment, exercised reasonably (from the perspective of an asset-based lender), honestly and in good faith and not arbitrarily.

“including” means including (but not limited to).

“Indebtedness” means (a) all indebtedness created, assumed or incurred in any manner by Borrower representing money borrowed (including by the issuance of debt securities, notes, bonds debentures or similar instruments), (b) all indebtedness for the deferred purchase price of property or services, (c) the Obligations, (d) obligations and liabilities of any Person secured by a Lien or claim on property owned by Borrower, even though Borrower has not assumed or become liable therefor, (e) obligations and liabilities created or arising under any capital lease or conditional sales contract or other title retention agreement with respect to property used or acquired by Borrower, even though the rights and remedies of the lessor, seller or lender are limited to repossession or otherwise limited; (f) all obligations of Borrower on or with respect to letters of credit, bankers’ acceptances and other similar extensions of credit whether or not representing obligations for borrowed money; and (g) the amount of any Contingent Obligations.

“Intellectual Property” means all of Borrower’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents; any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held; any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held; any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above; all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use; and all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other state, federal or other bankruptcy or insolvency law, now or hereafter in effect, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, readjustment of debt, dissolution or liquidation, or other relief.

“Inventory” means all present and future “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit, and including any returned goods and any documents of title representing any of the above.

“Investment” means any beneficial ownership interest in any Person (including stock, securities, partnership interest, limited liability company interest, or other interests), and any loan, advance or capital contribution to any Person, including the creation or capital contribution to a wholly-owned or partially-owned Subsidiary)

“Investment Property” means all present and future investment property, securities, stocks, bonds, debentures, debt securities, partnership interests, limited liability company interests, options, security entitlements, securities accounts, commodity contracts, commodity accounts, and all financial assets held in any securities account or otherwise, and all options and warrants to purchase any of the foregoing, wherever located, and all other securities of every kind, whether certificated or uncertificated.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

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“Loan Documents” means, collectively, this Agreement, the Representations, and all other present and future documents, instruments and agreements between Lender and Borrower relating to this Agreement, and all amendments and modifications thereto and replacements therefor.

“Material Adverse Change” means a material adverse effect on (i) the operations, business or financial condition of Borrower taken as a whole, (ii) the ability of Borrower to repay the Obligations or otherwise perform, in all material respects, its obligations under the Loan Documents, or (iii) Borrower’s interest in, or the value, perfection or priority of Lender’s security interest in the Collateral.

“Material Modification” means, with respect to any Customer Loan, a reduction in the interest rate, an extension of the term, a reduction in any required payment or extension of a payment date or a reduction in the outstanding Principal Balance, or a release of any guarantor in each case as reflected in an amendment to the Customer Loan Documentation.

“Obligations” means all present and future Loans, advances, debts, liabilities, obligations, guaranties, covenants, duties and indebtedness at any time owing by Borrower to Lender, whether evidenced by this Agreement, the Loan Documents, or any note or other instrument or document, or otherwise, whether arising from an extension of credit, opening of a letter of credit, banker’s acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect (including, without limitation, those acquired by assignment and any participation by Lender in Borrower’s debts owing to others, and any interest and other obligations that accrue after the commencement of an Insolvency Proceeding), absolute or contingent, due or to become due, including, without limitation, all interest, charges, expenses, fees, attorney’s fees, expert witness fees, audit fees, letter of credit fees, collateral monitoring fees, closing fees, facility fees, termination fees, minimum interest charges and any other sums chargeable to Borrower under this Agreement or under any other Loan Documents.

“Operating Account” means the deposit account of Borrower numbered 1830006548 at MB Financial Bank (or any successor account thereto held with a bank that has entered into with Lender a deposit account control agreement covering such account in form and substance reasonably acceptable to Lender).

“Originating Bank” means BofI Federal Bank or another chartered bank that originates Customer Loans.

“Other Property” means the following as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and all rights relating thereto: all present and future “commercial tort claims” (including without limitation any commercial tort claims identified in the Representations), “documents”, “instruments”, “promissory notes”, “chattel paper”, “letters of credit”, “letter-of-credit rights”, “fixtures”, “farm products” and “money”; and all other goods and personal property of every kind, tangible and intangible, whether or not governed by the Code.

“Overadvance” is defined in Section 1.3.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Payment” means all checks, wire transfers and other items of payment received by Lender for credit to Borrower’s outstanding Loans.

“Permitted Charged-Off Sale” means the sale of Charged-Off Customer Loans and related assets (including any related security) by the Borrower to any third party from time to time pursuant to the terms of any document or agreement entered into between the Borrower and such third party, in good-faith and in an arm’s length transaction, providing for the sale of specific assets by the Borrower to such third party in the ordinary course of the Borrower’s business; provided, that such sale is made without representation, warranty or recourse of any kind by Borrower (other than customary representations regarding title and absence of liens on the Charged-Off Customer Loans, and the status of Borrower, due authorization, enforceability, no conflict and no required consents in respect of such sale), and provided that 100% of the Purchase Price for such Customer Loans shall be paid contemporaneously with such sale in cash by depositing the same in the Operating Account.

“Permitted Guarantee” means any (i) unsecured guarantee by the Borrower (or similar instrument providing unsecured recourse to Borrower) of up to 5% of the obligations of, or commitments to, an SPE under any Permitted SPE Financing, plus any expenses related to the enforcement thereof, (ii) unsecured guarantee by the Borrower (or similar instrument providing unsecured recourse to Borrower) of the obligations of, or commitments to, an SPE under any Permitted SPE Financing, plus any expenses related to the enforcement thereof, which guarantee is triggered upon the occurrence of certain actions or omission to act by the Borrower, applicable SPE and other related persons, or (iii) the payment of any expenses of an SPE in connection with the SPE’s establishment and entry into a Permitted SPE Financing.

“Permitted Indebtedness” means:

(i) the Obligations;

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(ii) Indebtedness existing on the date hereof in a total principal amount set forth on the Schedule;

(iii) trade payables incurred in the ordinary course of business;

(iv) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(v) capitalized leases and purchase money Indebtedness secured by Permitted Liens in an aggregate amount not exceeding $1,000,000 at any time outstanding, provided the amount of such capitalized leases and purchase money Indebtedness do not exceed, at the time they were incurred, the lesser of the cost or fair market value of the property so leased or financed with such Indebtedness;

(vi) amounts owed pursuant to any real property lease of the Borrower for Borrower’s locations;

(vii) accounting accruals associated with legal, audit, marketing and consulting costs incurred in the ordinary course of Borrower’s business;

(viii) Indebtedness under any Permitted Guarantee;

(ix) Indebtedness of Borrower under any letter of credit issued on behalf of Borrower in favor of a landlord under a real property lease of the Borrower; and

(x) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness in clauses (ii) through (x) above, provided that the principal amount thereof is not increased and the terms thereof are not modified to impose more burdensome terms upon Borrower.

“Permitted Investments” means:

(i) Investments existing on the date hereof and disclosed on Exhibit B;

(ii) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, Lender’s certificates of deposit maturing no more than one year from the date of investment therein, and Lender’s money market accounts; Investments in regular deposit or checking accounts held with Lender or subject to a control agreement in favor of Lender;

(iii) Investments not to exceed $250,000 outstanding in the aggregate at any time consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by Borrower’s Board of Directors;

(iv) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business;

(v) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; and

(vi) Investments in an SPE in connection with a Permitted SPE Sale.

“Permitted Liens” means the following:

(i) purchase money security interests in specific items of Equipment;

(ii) leases of specific items of Equipment;

(iii) Liens for taxes fees, assessments or other governmental charges or levies either (y) not delinquent not yet payable or (z) being contested in good faith and for which Borrower maintains adequate reserves on its books, provided that such Lien shall not have priority over any of the Liens of Lender in the Collateral;

(iv) additional security interests which are consented to in writing by Lender, which consent may be withheld in its Good Faith Business Judgment, and which are subordinate to the security interest of Lender pursuant to a Subordination Agreement in such form and containing such provisions as Lender shall specify in its Good Faith Business Judgment;

(v) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;

(vi) security interests being terminated substantially concurrently with this Agreement;

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(vii) Liens (other than Liens imposed by ERISA) incurred in the ordinary course of business to secure payment of workers compensation, unemployment insurance, social security and other like laws or to secure the performance of statutory obligations, in an aggregate amount not exceeding $250,000 at any time;

(viii) Liens of mechanics, materialmen, workers, repairmen, fillers and common carriers arising by operation of law for amounts that are not yet due and payable or which are being contested in good faith by Borrower by appropriate proceedings, in an aggregate amount not exceeding $25,000 at any time; and

(ix) deposits or pledges of cash to secure bids, tenders, contracts (other than contracts for the payment of money), leases, surety and appeal bonds and other obligations of a like nature arising in the ordinary course of business, in an aggregate amount not exceeding $250,000 at any time;

(x) Liens in favor of Lender;

(xi) Liens disclosed in the Representations;

(xii) (A) Liens in favor of an SPE intended as a “fall back” Lien should a Permitted SPE Sale of Customer Loans from Borrower to such SPE fail to qualify as a “true sale” within the meaning of the applicable Uniform Commercial Code and provided such Liens are limited to the assets sold or transferred; and (B) Liens in favor of a purchaser of Customer Loans in a Permitted Whole Loan Sale intended as a “fall back” Lien should a sale or transfer of such Customer Loans from Borrower to such purchaser fail to qualify as a “true sale” within the meaning of the applicable Uniform Commercial Code and provided such Liens are limited to the assets sold or transferred (or purported to be sold or transferred);

(xiii) Liens of BofI Federal Bank (“BOFI”) in account nos. 200000100897 and 200000102133 pledged to support Borrower’s obligations pursuant to the terms of the Master Business Loan Marketing Agreement between Borrower and BOFI dated July 19, 2012 (as amended, restated or modified from time to time, the “BOFI Agreement”), provided, however that the amount in such account shall not exceed the minimum commercially reasonable amount necessary to support Borrower’s obligations under the BOFI Agreement;

(xiv) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business, provided they are non-exclusive and do not interfere with the business of Borrower; and

(xvi) Liens in favor of collecting banks arising under Section 4-210 of any Uniform Commercial Code.

Lender will have the right to require, as a condition to its consent under subparagraph (iv) above, that the holder of the additional security interest or voluntary Lien sign a subordination agreement on Lender’s then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Lender, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement.

“Permitted SPE Financing” has the meaning ascribed to it in the definition of “Permitted SPE Sale”.

“Permitted SPE Sale” means the sale of Customer Loans and related assets (including any related security) by the Borrower to any SPE from time to time pursuant to the terms of any document or agreement entered into between the Borrower and such SPE providing for the sale of specific assets by the Borrower to such SPE in the ordinary course of the Borrower’s business, in connection with a bona fide financing transaction (each such financing, a “Permitted SPE Financing”).

“Permitted Whole Loan Sale” means the sale of Customer Loans by the Borrower to any Person who is not an Affiliate from time to time pursuant to the terms of any whole loan sale program entered into between the Borrower and such Person providing for the sale of specific assets by the Borrower to such Person in the ordinary course of the Borrower’s business; provided, in each case, that 100% of the Purchase Price for such Customer Loans shall be paid contemporaneously with such sale in cash by depositing the same in the Operating Account.

“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, government, or any agency or political division thereof, or any other entity.

“Prime Rate” means the variable rate of interest per annum, most recently announced by Lender as its “prime rate” (whether or not such announced rate is the lowest rate available from Lender).

“Principal Balance” means, in respect of any Customer Loans, as of any date of determination, an amount determined by application of the following procedure: (i) first, take the original aggregate unpaid principal balance of such Customer Loan; (ii) second, take the number of loan payments required to be made in respect of such Customer Loan in accordance with such customer’s then current Customer Loan Documentation; (iii) third, take the Expected Yield for such Customer Loan

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(calculated based upon such customer’s then current Customer Loan Documentation); (iv) fourth, take the number of loan payments that have been made in respect of such Customer Loan as of (and including) such date; (v) fifth, for each such loan payment that has been made in respect of such Customer Loan as of (and including) such date, assume that such payment was comprised of (1) a deemed interest portion (calculated based upon the Expected Yield), and (2) a deemed principal portion comprised of the remainder of such loan payment (if any) after the deemed interest portion has been deducted; and (vi) sixth, for each such loan payment that has been made in respect of such Customer Loan as of (and including) such date, apply such payment as described in clause (v) above, and reduce the original aggregate unpaid principal balance of such Customer Loan (with respect to the first payment received with respect to such Customer Loan) or the Deemed Unpaid Principal Balance (as defined below) (with respect to each other payment received with respect to such Customer Loan) by the deemed principal portion calculated as described in clause (v) above - the result after application of the deemed principal portion will be the “Deemed Unpaid Principal Balance” of such Customer Loan as of such date. On any date of determination, In respect of any Customer Loan as of such date of determination, the “Principal Balance” of such Customer Loan shall be the original aggregate unpaid principal balance of such Customer Loan (if no payments have been received in respect of such Customer Loan) or the “Deemed Unpaid Principal Balance” of such Customer Loan (if one or more payments have been received in respect of such Customer Loan).

“Purchase Price” with respect to a Customer Loan means an amount received by Borrower in connection with the sale by Borrower of such Customer Loan, which in the case of a Permitted SPE Sale or a Permitted Whole Loan Sale shall not be less than the Principal Balance of the Customer Loan at the date of the sale

“Qualified Cash” means Borrower’s cash held in the Operating Account provided that the bank at which the Operating Account is held has entered into with Lender a deposit account control agreement covering such account, providing Lender with a first-priority security interest in such cash, in form and substance reasonably acceptable to Lender, and that such deposit account control agreement remains in full force and effect and no termination thereof, or closure of the Operating Account, is pending.

“Qualified Customer Loans” means Customer Loans, which meet all of the Minimum Qualification Requirements. The “Minimum Qualification Requirements” are as follows:

(i) the Customer Loan shall meet all of the requirements of Borrower’s Credit Policy, and shall not have reached its maturity date;

(ii) all payments on the Customer Loan shall be in equal payments, due on each of the regular scheduled payment dates per year, which fully amortize the principal amount of the Customer Loan and all interest thereon over the term of the Customer Loan, and Borrower shall be permitted to cause such payments to be made by ACH debit, pursuant to authority from the Customer Loan Obligor in the Customer Loan Documentation;

(iii) shall not have a Missed Payment Factor (as defined in the Schedule) of more than 10;

(iv) the Customer Loan Documentation relating to the Customer Loan shall conform in all material respects to the Borrower’s current form of Customer Loan Documentation or otherwise be acceptable to Lender in its Good Faith Business Judgment and shall comply with all of Borrower’s representations and warranties herein;

(v) the Customer Loan Documentation relating to the Customer Loan shall not have been subject to a Material Modification, without the Lender’s prior written consent;

(vi) repayment of the Customer Loan shall not be subject to any contingencies;

(vii) the Customer Loan shall not be owing from a Customer Loan Obligor who has or has asserted any defense or counterclaim (whether or not relating to the particular Customer Loan), but if a Customer Loan is owing from a Customer Loan Obligor who has or has asserted any defense or counterclaim, the Customer Loan will not be Qualified under this clause only to the extent of the amount of the defense or counterclaim;

(viii) the Customer Loan shall not be owing from an Affiliate of Borrower;

(ix) the Customer Loan shall arise from a loan made for business purposes and not personal, family or household purposes;

(x) the Customer Loan shall not be owing from a Customer Loan Obligor which is subject to any Insolvency Proceeding, or which fails or goes out of a material portion of its business;

(xi) the Customer Loan shall not be owing from a Customer Loan Obligor located outside the United States;

(xii) [Reserved];

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(xiii) To Borrower’s best knowledge, no facts, events or occurrences exist that, in any way, impair the validity or enforceability of such Customer Loan or tend to reduce the amount payable thereunder from the amounts shown thereon or on any schedule submitted to Lender;

(xiv) To Borrower’s best knowledge, each Customer Loan Obligor under such Customer Loan had the capacity to contract at the time any contract or other document giving rise to the Customer Loan was executed;

(xv) All requirements of applicable federal, state and local laws, and regulations, including, without limitation, usury laws and truth-in-lending disclosure laws, in respect of such Customer Loan and all Customer Loan Documentation related thereto have been complied with in all material respects;

(xvi) To Borrower’s best knowledge, all Customer Loan Documentation relating to such Customer Loan represents the legal, valid and binding payment obligation of the Customer Loan Obligor thereunder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws (including, but not limited to principles of equity) affecting the rights of creditors generally;

(xvii) No right of rescission, set-off, counter-claim or defense of usury or other defense has been asserted with respect to the Customer Loan or the Customer Loan Documentation relating thereto;

(xviii) The Customer Loan represents an undisputed bona fide existing unconditional obligation of the Customer Loan Obligor created by a loan to the Customer Loan Obligor by the Borrower or the Originating Bank, in the ordinary course of their business; and

(xix) All unpaid balances appearing in all reports and statements provided by Borrower with respect to the Customer Loan are and shall be true and correct in all material respects, and to the best of Borrower’s knowledge, all signatures and endorsements on all Customer Loan Documentation relating to the Customer Loan are genuine.

“Representations” means the written Representations and Warranties provided by Borrower to Lender referred to in the Schedule.

“SBAF” means Small Business Asset Fund 2009 LLC, a wholly owned Subsidiary of the Borrower.

“SBFT” means Small Business Funding Trust, a wholly owned Subsidiary of the Borrower.

“SPE” means any one of the wholly owned Subsidiaries of the Borrower that is a “Special Purpose Entity” in existence from time to time which currently shall include the SPE’s identified as such on Exhibit B hereto and after the date hereof shall include any other “Special Purpose Entity” Subsidiary that is created or maintained for the purpose of financing Customer Loans

“Subsidiary” means, with respect to any Person, a Person of which more than 50% of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person.

“Success Fee” is defined in Section 3 of the Schedule.

“Surviving Obligations” means (i) the Obligation to pay the Success Fee when due, and (ii) contingent, unmatured indemnification Obligations under this Agreement.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Upfront Fees” means, with respect to any Customer Loan, the sum of any fees charged by Borrower or the Originating Bank, as the case may be, to a Customer Loan Obligor in connection with the disbursement of a loan, as set forth in the Customer Loan Documentation related to such Customer Loan, which are deducted from the initial amount disbursed to such Customer Loan Obligor, including the “Origination Fee” set forth on the applicable Customer Loan Documentation.

“Weekly Pay Customer Loan” means any Customer Loan for which Payments are generally due once per week.

Other Terms. All accounting terms used in this Agreement, unless otherwise indicated, shall have the meanings given to such terms in accordance with GAAP, consistently applied. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code, to the extent such terms are defined therein.

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9. GENERAL PROVISIONS.

9.1 Application of Payments. All payments with respect to the Obligations shall be applied as directed by Borrower, provided that, in the absence of such direction or upon the occurrence and during the continuance of an Event of Default, all such payments may be applied, and in Lender’s Good Faith Business Judgment reversed and re-applied, to the Obligations, in such order and manner as Lender shall determine in its Good Faith Business Judgment. Lender shall not be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Lender in its Good Faith Business Judgment, and Lender may charge Borrower’s loan account for the amount of any item of payment which is returned to Lender unpaid. In computing interest on the Obligations, all Payments received after 1:00 PM Eastern Time on any day shall be deemed received on the next Business Day, and Payments received by Lender shall be deemed applied by Lender on account of the Obligations on the Business Day received by Lender in immediately available funds.

9.2 Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law), in each case, occurring after the date hereof, shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

9.3 Charges to Accounts. Lender may, in its discretion, require that Borrower pay monetary Obligations in cash to Lender, or charge them to Borrower’s Loan account (in which event they will bear interest at the same rate applicable to the Loans), or any of Borrower’s Deposit Accounts maintained with Lender.

9.4 Monthly Accountings. Lender shall provide Borrower monthly with an account of advances, charges, expenses and payments made pursuant to this Agreement. Such account shall be deemed correct, accurate and binding on Borrower and an account stated (except for reverses and reapplications of payments made and corrections of errors discovered by Lender), unless Borrower notifies Lender in writing to the contrary within 60 days after such account is rendered, describing the nature of any alleged errors or omissions.

9.5 Notices. All notices to be given under this Agreement shall be in writing and shall be given either personally or by reputable private delivery service or by regular first-class mail, or certified mail return receipt requested, addressed (i) to Borrower at the address shown in the heading to this Agreement, or (ii) to Lender at the address shown in the heading to this Agreement, or (iii) for either party at any other address designated in writing by one party to the other party. All notices shall be deemed to have been given upon delivery in the case of notices personally delivered, or at the expiration of one Business Day following delivery to the private delivery service, or two Business Days following the deposit thereof in the United States mail, with postage prepaid.

9.6 Severability. Should any provision of this Agreement be held by any court of competent jurisdiction to be void or unenforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect.

9.7 Integration. This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Borrower and Lender and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith.

9.8 Waivers; Indemnity. The failure of Lender at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Lender later to demand

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and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Lender or its agents or employees, but only by a specific written waiver signed by an authorized officer of Lender and delivered to Borrower. Borrower waives the benefit of all statutes of limitations relating to any of the Obligations or this Agreement or any other Loan Document, and Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Lender on which Borrower is or may in any way be liable, and notice of any action taken by Lender, unless expressly required by this Agreement. Borrower hereby agrees to indemnify Lender and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Lender and Borrower, or any other matter, relating to Borrower or the Obligations; provided that this indemnity shall not extend to damages proximately caused by the indemnitee’s (or any of its Affiliates’) own gross negligence or willful misconduct. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect.

9.9 Liability. NEITHER LENDER NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE LIABLE FOR ANY CLAIMS, DEMANDS, LOSSES OR DAMAGES, OF ANY KIND WHATSOEVER, MADE, CLAIMED, INCURRED OR SUFFERED BY BORROWER OR ANY OTHER PARTY THROUGH THE ORDINARY NEGLIGENCE OF LENDER, OR ITS PARENT OR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS, BUT NOTHING HEREIN SHALL RELIEVE LENDER OR IT’S AFFILIATES’, SUBSIDIARIES’, DIRECTORS’, OFFICERS’, EMPLOYEES’, AGENTS’ OR ATTORNEYS’ FROM LIABILITY FOR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER LENDER NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE RESPONSIBLE OR LIABLE TO BORROWER OR TO ANY OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF ANY FINANCIAL ACCOMMODATION HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR AS A RESULT OF ANY OTHER ACT, OMISSION OR TRANSACTION.

9.10 Amendment. The terms and provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of Lender.

9.11 Time of Essence. Time is of the essence in the performance by Borrower of each and every obligation under this Agreement.

9.12 Attorneys Fees and Costs. Borrower shall reimburse Lender for all reasonable and documented out-of-pocket attorneys’ and consultant’s fees (whether incurred before, during or after an Insolvency Proceeding), and all filing, recording, search, title insurance, appraisal, audit, and other reasonable and documented out-of-pocket costs incurred by Lender, pursuant to, or in connection with, or relating to this Agreement (whether or not a lawsuit is filed), including, but not limited to, any reasonable attorneys’ fees and costs Lender incurs in order to do the following: prepare and negotiate this Agreement and all present and future documents relating to this Agreement; obtain legal advice in connection with this Agreement or Borrower; enforce, or seek to enforce, any of its rights; prosecute actions against, or defend actions by, Account Debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of any automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower’s books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce Lender’s security interest in, the Collateral; and otherwise represent Lender in any litigation relating to Borrower. All attorneys’ fees and costs to which Lender may be entitled pursuant to this Paragraph shall immediately become part of Borrower’s Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations.

9.13 Benefit of Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that (a) Borrower may not assign or transfer any of its rights under this Agreement without the prior written consent of Lender and (b) Lender may not assign or transfer any of its rights under this Agreement (including without limitation, the assignment of a participation under this Agreement) to a Direct Competitor of the Borrower, unless a material portion of the Obligations has been accelerated in connection with the occurrence of an Event of Default or a Default or Event of Default has occurred and is continuing under Section 7.1(k) or 7.1(l). No consent by Lender to any assignment shall release Borrower from its liability for the Obligations.

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9.14 Joint and Several Liability. If Borrower consists of more than one Person, their liability shall be joint and several, and the compromise of any claim with, or the release of, any Borrower shall not constitute a compromise with, or a release of, any other Borrower.

9.15 Limitation of Actions. Any claim or cause of action by Borrower against Lender, its directors, officers, employees, agents, accountants or attorneys, based upon, arising from, or relating to this Loan Agreement, or any other Loan Document, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done by Lender, its directors, officers, employees, agents, accountants or attorneys, shall be barred unless asserted by Borrower by the commencement of an action or proceeding in a court of competent jurisdiction by the filing of a complaint within two years after the first act, occurrence or omission upon which such claim or cause of action, or any part thereof, is based, and the service of a summons and complaint on an officer of Lender, or on any other person authorized to accept service on behalf of Lender, within thirty (30) days thereafter. Borrower agrees that such two-year period is a reasonable and sufficient time for Borrower to investigate and act upon any such claim or cause of action. The two-year period provided herein shall not be waived, tolled, or extended except by the written consent of Lender in its sole discretion. This provision shall survive any termination of this Loan Agreement or any other Loan Document.

9.16 Paragraph Headings; Construction. Paragraph headings are only used in this Agreement for convenience. Borrower and Lender acknowledge that the headings may not describe completely the subject matter of the applicable paragraph, and the headings shall not be used in any manner to construe, limit, define or interpret any term or provision of this Agreement. This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or ambiguity in any term or provision of this Agreement shall be construed strictly against Lender or Borrower under any rule of construction or otherwise.

9.17 Public Announcement. Borrower and Lender shall jointly prepare a public announcement of the transactions contemplated by this Agreement, and each of Borrower and Lender, after receiving the consent of the other, may publicize the same in marketing materials, newspapers and other publications, and otherwise, and in connection therewith may use the other’s name, tradenames and logos.

9.18 Confidentiality. Lender agrees to use the same degree of care that it exercises with respect to its own proprietary information, to maintain the confidentiality of any and all proprietary, trade secret or confidential information provided to or received by Lender from the Borrower, which indicates that it is confidential or would reasonably be understood to be confidential, including business plans and forecasts, non-public financial information, confidential or secret processes, formulae, devices and contractual information, customer lists, and employee relation matters, provided that Lender may disclose such information to its officers, directors, employees, attorneys, accountants, affiliates, participants, prospective participants, assignees and prospective assignees, if they are aware of, or are informed of, the confidential nature of the information and are instructed to keep such information confidential, and such other Persons to whom Lender shall at any time be required to make such disclosure in accordance with applicable law, and provided, that the foregoing provisions shall not apply to disclosures made by Lender in its Good Faith Business Judgment in connection with the enforcement of its rights or remedies after an Event of Default. The confidentiality agreement in this Section supersedes any prior confidentiality agreement of Lender relating to Borrower.

9.19 Governing Law; Jurisdiction; Venue; Arbitration. This Agreement and all acts, transactions, disputes and controversies arising hereunder or relating hereto, and all rights and obligations of the parties shall be governed by, and construed in accordance with, the internal laws (and not the conflict of laws rules) of the State of North Carolina. All disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Agreement or the relationship between Borrower and Lender, and any and all other claims of Borrower against Lender of any kind, shall be brought only in the General Court of Justice of North Carolina sitting in Durham County, North Carolina or the United States District Court for the Middle District of North Carolina, and each consents to the jurisdiction of an such court, and waives any and all rights the party may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding, including, without limitation, any objection to venue or request for change in venue based on the doctrine of forum non conveniens; provided that, notwithstanding the foregoing, nothing herein shall limit the right of Lender to bring proceedings against Borrower in the courts of any other jurisdiction. Borrower consents to service of process in any action or proceeding brought against it by Lender, by personal delivery, or by mail addressed as set forth in this Agreement or by any other method permitted by law. If the jury waiver set forth in Section 9.20 below is not enforceable, then any dispute, controversy, claim, action or similar proceeding arising out of or relating to this Agreement, the Loan Documents or any of the transactions contemplated therein

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shall be settled by final and binding arbitration held in Durham County, North Carolina in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. The arbitrator shall apply North Carolina law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment upon any award resulting from arbitration may be entered into and enforced by any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this Section. The costs and expenses of the arbitration, including without limitation, the arbitrator’s fees and expert witness fees, and reasonable attorneys’ fees, incurred by the parties to the arbitration may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such costs and expenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

[Signatures on Next Page]

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Square 1 Bank Amended and Restated Loan and Security Agreement        

9.20 Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT.

Borrower:
On Deck Capital, Inc.
By	/s/ Howard Katzenberg
	Title	Chief Financial Officer
Lender:
Square 1 Bank
By	/s/ Richard Suhl
	Title	SVP

[Signature Page—Amended and Restated Loan and Security Agreement]

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EX-10

Exhibit 10.16

MANAGED APPLICANT COMMISSION AGREEMENT

This Managed Applicant Commission Agreement (this “Agreement”) is made as of the date set forth below, (“Effective Date”) by and between On Deck Capital, Inc., a Delaware corporation located at 1400 Broadway, New York, NY 10018 (“On Deck”) and the Applicant Manager (defined below) (each may be referred to herein as a “Party” or collectively as “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms as set forth in Section 7.9 of this Agreement. In consideration of the mutual promises and the terms and conditions set forth below, the Parties agree as follows:

Effective Date:

“Applicant Manager” shall mean the entity listed below:

Name:

Legal Entity:

State of Incorporation:

Primary Business Address:

SECTION 1 – OPERATING THE LOAN PROGRAM

1.1 Applicant Manager’s Duty to Identify Merchants and Collect Documentation. Applicant Manager shall identify prospective Merchants that Applicant Manager believes will meet the Loan Program Standards. Applicant Manager shall obtain and provide On Deck with all information and documentation required by the Loan Program Standards and any other information that On Deck or its third-party funding sources may reasonably require. Applicant Manager acknowledges and agrees that the complete collection of all such information reasonably requested is a critical element of Applicant Manager’s performance of this Agreement, and that any failure to collect all such information or any partial performance of the collection of such information shall not justify, or qualify the Applicant Manager for, the payment of the Commission Fee set forth in Section 2. Applicant Manager shall apply the Loan Program Standards to all prospective Merchants and Loan Agreements, and acknowledges that On Deck may, at any time, amend the Loan Program Standards to ensure the financial safety and soundness of the Loan Program, as determined in On Deck’s sole discretion. Applicant Manager agrees to abide by all such amendments.

1.2 On Deck’s Control Over Loan Program, Approvals and Loan Agreement. Applicant Manager acknowledges and agrees that On Deck has sole and exclusive control over all aspects of the Loan Program. On Deck may, at its sole discretion, approve or deny a prospective Merchant for a loan product or service. Applicant Manager shall not advise a prospective Merchant that the prospective Merchant has been approved for a loan product or service prior to On Deck’s review and approval. Applicant Manager acknowledges that all aspects of the Loan Program are subject to the management and approval of On Deck and Applicant Manager shall make no representations to the contrary. For every prospective Merchant, Applicant Manager shall use the form of Loan Agreement that has been approved in writing by On Deck for Applicant Manager’s use with the Loan Program. Applicant Manager shall not change or modify any Loan Agreement without the prior written consent of On Deck. On Deck reserves the right, at any time and in its sole discretion, to amend the Loan Agreement to be used by Applicant Manager.

1.3 On Deck’s Control Over Marketing Material. Applicant Manager shall use only those marketing and promotional materials that have received On Deck’s prior written approval. Applicant Manager shall not misrepresent or mischaracterize the Loan Program or its availability in any written or oral communications, nor shall Applicant Manager alter or in any way modify any marketing materials provided by On Deck without On Deck’s prior written approval. Applicant Manager hereby grants to On Deck a limited non-exclusive license to use the Applicant Manager’s name, logo and other intellectual property used in any disclosures made in connection with any Loan Agreement or the Loan Program. The logo, trademarks and other intellectual property of On Deck and of any of On Deck’s third party relationships (including, without limitation, BofI Federal Bank) are copyrighted materials and shall not be used except as authorized in writing by the appropriate copyright holder.

1.4 Applicant Manager’s Duty to Train and Oversee Agents. Applicant Manager shall train each employee, independent contractor and/or agent of Applicant Manager that are in any way involved in or exposed to the Loan Program (collectively, the “Manager Agents”) in accordance with the Training Materials. Applicant Manager acknowledges and agrees that each Manager Agent

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that has any duties with respect to the obligations of Applicant Manager hereunder will be required to comply in all respects with the Training Materials, the Loan Program Standards and this Agreement. Applicant Manager agrees to provide the oversight of each Manager Agent that is reasonably necessary to ensure compliance with the terms hereof. Applicant Manager shall promptly (but in any event within two business days) notify On Deck in writing of any breach of any of the provisions of the Training Materials, the Loan Program Standards or this Agreement that occurs. Applicant Manager shall be responsible for the compliance of each Manager Agent with Applicable Law and with the Loan Program Standards and Applicant Manager shall use Applicant Manager’s reasonable best efforts to ensure that all of its Manager Agents comply with the terms and intent of this Agreement and the Training Materials. Applicant Manager shall be liable to remedy any failures to so comply by any such Manager Agent and Applicant Manager shall indemnify and hold harmless On Deck for any losses arising out of any such failures.

1.5 Applicant Manager’s Limitations on Sub-Contracting and Delegation. During the term of this Agreement, Applicant Manager shall not enter into any contract, whether written or oral, with any other person, organization or entity (other than the employees of Applicant Manager who are contractually obligated to observe the terms of this Agreement) to market the Loan Program without On Deck’s prior written consent. Applicant Manager agrees that Applicant Manager shall not sub-contract or delegate (i) any of the duties or obligations of Applicant Manager arising hereunder or (ii) any of the activities that would be reasonably be expected to be performed by Applicant Manager in connection with the fulfillment of the intent of this Agreement, in each case, without the express written consent of On Deck.

1.6 Applicant Manager’s Duty to Report Adverse Information. Applicant Manager shall market the Loan Program only to bona fide and lawful businesses in accordance with the Loan Program Standards and this Agreement. During the application process and so long as any amount of any loan to a Merchant remains outstanding, Applicant Manager shall promptly notify On Deck in writing if Applicant Manager becomes aware of any adverse and/or negative information relating to such Merchant that would reasonably be expected to have a material effect on such Merchant’s ability to observe and adhere to the terms of its Loan Agreement.

SECTION 2 – OWNERSHIP AND COMMISSIONS

2.1 Applicant Manager’s Disclaimer of Ownership. The Parties understand and agree that Applicant Manager shall have no right, title or interest in any loans, loan proceeds, or Loan Agreements. Applicant Manager hereby disclaims any such ownership in favor of On Deck and covenants and agrees to refrain from making any claim of such ownership at any time in the future on behalf of itself or any other party. Applicant Manager hereby waives any and all claims against On Deck other than with respect to a claim for the payment of a Commission Fee as set forth in Section 2.2. On Deck may alter the mix of loan products and services that are offered in connection with the Loan Program at its sole discretion. Applicant Manager acknowledges and agrees that On Deck may, from time to time, alter such product mix in a manner that restricts or otherwise prevents Applicant Manager from having certain Merchants approved and/or booked for certain loan products and Applicant Manager agrees to respect and comply with (i) any concentration limits identified by On Deck and (ii) the terms of the On Deck Credit Policy.

2.2 On Deck’s Obligation to Pay Commissions. With respect to a Merchant that (i) is first submitted to On Deck by Applicant Manager, (ii) is approved for a loan and accepts all the loan terms, (iii) has such loan successfully closed and funded consistent with the Credit Policy and Loan Program Standards, and (iv) has had all material information and documentation required in connection with a Loan Agreement and the Loan Program collected and submitted by Applicant Manager, On Deck shall compensate Applicant Manager as set forth in Exhibit A (the “Compensation Plan”) in an amount calculated by multiplying (x) the relevant percentage applicable as set by Applicant Manager in accordance with Exhibit A by (y) the Merchant Loan Amount approved and advanced for such loan (such compensation, the “Commission Fee”); it being understood that if Applicant Manager fails to fully perform its obligations with respect to a Merchant or knowingly submits any fraudulent material on behalf of a Merchant then Applicant Manager shall receive no Commission Fee for such Merchant. For the initial loan to a qualifying Merchant submitted by and attributable to Applicant Manager consistent with the terms hereof, payment pursuant to the Compensation Plan shall be made by On Deck on the same day that On Deck pays other similarly situated entities (which, consistent with past practice, is anticipated to be on or before the tenth day of the month immediately following the month in which the funding of such initial loan occurred). For any renewal loan to a qualifying Merchant submitted by and attributable to Applicant Manager consistent with the terms hereof solely during the time period that the underlying loan is outstanding and ninety (90) days from the date that such loan to such Merchant is paid off (the “Renewal Period”), the calculation of any payment to be made to Applicant Manager with respect to such renewal loan shall take into account a Merchant Loan Amount for such renewal loan that is reduced by the sum of (x) any unpaid loan amounts from the applicable Merchant and (y) the amount of interest forgiven on such loan related to its early payoff, in each case, it being understood that Applicant Manager

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must have submitted a Loan Application that is closed and funded in the ninety (90) calendar days prior to the funding of such renewal loan in order for Applicant Manager to be eligible to be compensated on such renewal loan. For the avoidance of doubt, any compensation derived from a renewal loan shall take into consideration only the net new dollars actually received by the Merchant and only if Applicant Manager has closed a loan in the prior ninety (90) calendar days. Applicant Manager shall only be compensated on a renewal loan during the Renewal Period. Notwithstanding anything to the contrary, On Deck shall have no liability of any kind to Applicant Manager other than with respect to Commission Fees properly earned consistent with the terms hereof and due in connection with the Compensation Plan.

2.3 On Deck’s Ability to Change the Compensation Plan. On Deck may, in its sole discretion, charge or otherwise deduct from any Commission Fees owed to Agent (a) any amount of Commission Fee paid as an advance and (b) a two percent (2%) processing fee (of the entire approved loan amount) with respect to any Loan Application that is not submitted through On Deck’s Partner Portal. On Deck may change the Compensation Plan at any time in its sole discretion and Applicant Manager accepts and agrees that On Deck shall have no obligation to notify Applicant Manager of any change to the Compensation Plan unless such change impacts Applicant Manager in a disproportionate manner from other similarly situated entities. Any change to the Compensation Plan shall not affect the compensation owing with respect to any Merchant that was placed by Applicant Manager with On Deck prior to the effective date of such change. Applicant Manager agrees and warrants that On Deck shall never have any obligation to make any payment of any amount for any reason to any Manager Agent, and Applicant Manager agrees to indemnify On Deck from any claims made by any Manager Agent for any remuneration or fees of any kind.

2.4 Strict and Absolute Prohibition on Additional Merchant Fees. Other than as explicitly set forth herein, neither Applicant Manager nor any of its Manager Agents shall collect any compensation of any kind, in fees or otherwise, directly from any prospective Merchant or approved Merchant for assisting the prospective Merchant or approved Merchant in obtaining a loan from On Deck (it being understood that this shall not include fees for services that are entirely distinct and unrelated in any way to the marketing of or the application for any On Deck loan product). Applicant Manager agrees that Applicant Manager’s sole compensation for providing services to Merchants arising out of or relating to this Agreement or the Loan Program shall consist only of the Commission Fee consistent with the requirements set forth above. Applicant Manager acknowledges that all funds to be paid to or by Merchants in connection with the Loan Program shall be under the sole control of On Deck. If any such funds are sent to Applicant Manager or any of its Manager Agents, Applicant Manager shall be deemed to have received such funds in trust for the benefit of On Deck and shall immediately remit such funds to On Deck. Applicant Manager warrants that it shall not, and it shall cause its Manager Agents not to, charge any fees or require any payments from Merchants except as otherwise explicitly set forth herein.

2.5 Applicant Manager’s Responsibility for Expenses. Applicant Manager shall be responsible for payment of all expenses relating to its performance of this Agreement (including, without limitation, the expenses related to the performance of this Agreement by any of its Manager Agents). Applicant Manager agrees and warrants that On Deck shall have no liability for any expenses of any Manager Agent at any time for any reason.

SECTION 3 – PROTECTIVE COVENANTS

3.1 Non-Solicitation Protection. Without On Deck’s prior written consent, Applicant Manager shall not, and shall not directly or indirectly cause or permit any Manager Agent or third-party to, solicit or contract with a Merchant for alternative business funding programs that (i) would result in an “all assets lien” against the Merchant’s business assets that supersedes On Deck’s position or (ii) in any way could reasonably be expected to compromise the repayment of the On Deck loan, in each case, only for as long as the Merchant has any outstanding balance or other obligations owing to On Deck under the Loan Program. During the term of this Agreement and for a period of twelve (12) months after the termination or expiration of this Agreement, neither Party shall encourage, solicit, or induce, or in any manner attempt to encourage, solicit, or induce, any individual employed by, or individual or entity providing consulting services to, such other Party or any of its subsidiaries to terminate such employment or consulting services.

3.2 Confidential Information Protection. The Parties acknowledge that, in their performance of their duties hereunder, either party (or its designees) may communicate to the other party (or its designees) certain confidential and proprietary information, including without limitation information concerning Merchants, the Loan Program or any technology, techniques, or business plans related to On Deck’s operation and development of the Loan Program (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after

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disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party without knowledge of, use of, exposure to or reference to any Confidential Information. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to its Manager Agents, officers, directors, employees, shareholders, partners, members, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (collectively, “Representatives”) who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its Representatives are informed of, observe and fully comply with the confidentiality restrictions contained in this Agreement as if they were parties hereto; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. Upon termination of this Agreement, Applicant Manager shall, and cause its Representatives to, return or destroy all Confidential Information received in connection with this Agreement and/or the Loan Program and certify in writing to On Deck that Applicant Manager and its Representatives have complied with this provision and have not retained any copies of such Confidential Information.

3.3 Mutual Protection through Indemnification. Applicant Manager agrees to indemnify, defend, and hold harmless On Deck and its employees, officers, investors and agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of: (i) any failure by Applicant Manager or any of its Manager Agents to comply with, or fulfill the obligations of, or otherwise breach the terms of this Agreement; (ii) acts of fraud, gross negligence or willful misconduct or (iii) any promise, warranty or representation made by Applicant Manager to On Deck being unfulfilled, false or misleading. On Deck agrees to indemnify, defend, and hold harmless Applicant Manager and its employees and Managing Agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result any third-party claim that (a) On Deck violated Applicable Law or (b) On Deck does not own any intellectual property contained in any marketing material. Each party shall promptly notify the other of any claim or threat of claim of which such party becomes aware and that may give rise to a request for indemnification under this Agreement. Without limiting the foregoing, Applicant Manager agrees to pay to On Deck the amount owing on any loan that is not collected by On Deck (after collection is attempted in accordance with On Deck’s standard procedures for the collection of such loans) if such failure to collect is the result of willful misconduct or fraud by Applicant Manager or any of its Representatives.

3.4 Applicant Manager’s Prohibition on Public Comment. Applicant Manager shall not publicly discuss (in any form whatsoever, including without limitation in writing, through electronic transmission and orally) the Loan Program or any other information relating to this Agreement or On Deck, including in blogs and on websites, in each case, unless otherwise explicitly and specifically approved in writing by On Deck, in its sole and absolute discretion.

3.5 Injunctive Relief and Specific Performance as Available Remedies. Each Party agrees that, without prejudice to the rights and remedies otherwise available to each Party, in the event of any breach of the provisions of this Agreement, each Party shall be entitled, without the requirement of a posting of a bond or other security, to equitable relief, including an injunction or specific performance, and the costs thereof in all respects shall be borne by the party responsible for such breach.

SECTION 4 – REGULATORY COMPLIANCE

4.1 Applicant Manager’s Compliance Obligations. Applicant Manager shall comply in all respects with On Deck’s Loan Program Standards, the Training Materials, Applicable Law and any reasonable instructions provided by On Deck relating to the Loan Program, in each case, as may be in place and amended or otherwise modified or updated from time to time. Without limiting the foregoing, (i) Applicant Manager shall comply with all applicable state and local licensing requirements relating to Applicant Manager’s performance of its obligations hereunder and (ii) Applicant Manager shall not engage in any unacceptable practices, including but not limited to the following: discouraging a Merchant from applying for a loan based on such Merchant’s sex, marital status, age, race, national origin or other basis prohibited by the Equal Credit Opportunity Act; charging fees in excess of the fees allowed by Applicable Law and this

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Agreement or fees unrelated to the Loan Program; failing to provide Merchants with any loan disclosures required under Applicable Law or this Agreement; requiring a Merchant to sign an application for a loan before allowing such Merchant to review the related loan disclosures; intentionally misrepresenting any material fact concerning the Loan Program including pricing or timing of disbursements; or intentionally attempting to induce a Merchant to participate in the Loan Program or to obtain certain loan terms when such is not in the interests of such Merchant or such Merchant has expressed a desire for a different product or different loan terms. Applicant Manager acknowledges and agrees that On Deck may amend the Loan Program Standards and the Training Materials from time to time at the sole and exclusive discretion of On Deck.

4.2 Applicant Manager’s Preservation of Complaints Records. Applicant Manager shall use its best efforts to maintain a log of all written Merchant complaints submitted to Applicant Manager relating to the Loan Program and the marketing thereof, which log shall include the following information: (a) name and address of the complaining party, (b) a brief summary of the complaint, (c) the source of the third party complaint (if applicable), (d) the date the complaint was received, and (e) a brief summary of the resolution. Such log shall be submitted quarterly to On Deck in the event that there are any such complaints. Applicant Manager further agrees to promptly report to On Deck all written Merchant complaints filed with any regulatory authority that it or its Manager Agents receive relating to the Loan Program or the marketing thereof. Such report shall include the complainant’s name and address and a brief summary of the complaint and a copy of the complaint (if available). In the event On Deck determines that a complaint warrants an On Deck response, Applicant Manager will cooperate with On Deck in the preparation of such response. To the extent permitted under Applicable Law, Applicant Manager will deliver to On Deck, within two (2) days of the date of receipt, any notice of actual or threatened adverse action issued by a Regulatory Authority, unless Applicant Manager is legally prohibited by the Regulatory Authority from sharing such notice.

SECTION 5 – REPRESENTATIONS AND DISCLOSURES

5.1 Applicant Manager Representations. Applicant Manager represents and warrants to On Deck that on the Effective Date and throughout the term of this Agreement:

(a) AUTHORITY. Applicant Manager has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Applicant Manager in accordance with its terms and no provision requiring Applicant Manager’s performance is in conflict with Applicant Manager’s obligations under any charter or bylaws or any other agreement, provisions or document to which Applicant Manager is a party or by which it is bound. Applicant Manager authorizes On Deck to obtain and investigate individual credit bureau reports on any person affiliated with Applicant Manager who controls an ownership interest in Applicant Manager of greater than ten percent (10%); provided, however, that in each case On Deck shall its commercially reasonable efforts to obtain and investigate such reports in a manner that will minimize any impact on any such person’s credit report.

(b) GOOD STANDING. Applicant Manager is duly organized, authorized and in good standing under the laws of the state of its organization and to the best of its knowledge is duly authorized or licensed to do business in each state in which Applicant Manager’s business, including marketing of the Loan Program, make such authorization or license required.

(c) RED FLAGS. Neither Applicant Manager nor any of its principals has been or is subject to any: (i) criminal conviction (excluding traffic misdemeanors or petty offenses); (ii) bankruptcy filings; (iii) Internal Revenue Service liens; (iv) federal or state regulatory administrative or enforcement proceedings relating to fraud; or (v) restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices. Applicant Manager will inform On Deck in writing if Applicant Manager or any of its principals has been or becomes subject to any such event.

(d) MERCHANT CONSENT. For any Loan Application submitted to On Deck, Applicant Manager has the consent and proper authority from the Merchant connected to such Loan Application to submit all information, including any “non-public personal information” or “personally identifiable financial information” as defined in federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time (any such information, “Nonpublic Information”) and documentation contained in such Loan Application, to receive loan performance information and other Nonpublic Information to the extent permitted by Applicable Law, to contact such Merchant using the information provided in such Loan Application, and to represent the interests of such Merchant in connection with such Loan Application. Applicant Manager warrants that it will maintain and update all required authorizations from each Merchant so that On Deck shall at all times be in a position to reasonably rely on, and accept as properly authorized, any submitted Loan Application and provide Nonpublic Information to Applicant Manager about a Merchant’s loan. Applicant Manager certifies and warrants that all information and documentation directly or indirectly transmitted or otherwise sent to On Deck by Applicant Manager in connection with any Loan Application is true, correct and complete in all respects.

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(e) INDEPENDENCE. Applicant Manager is independent from On Deck and no Manager Agent is affiliated with On Deck or has any family or other close relationship with any employee, stockholder or director of On Deck which has not been disclosed in writing to On Deck prior to the date hereof.

5.2 Mutual Disclosure of Impact or Impairment. Each Party shall notify the other within two business days of any proceeding, litigation or investigation (including, without limitation, by or before any Regulatory Authority) that is threatened and would reasonably be expected to impact the subject matter of this Agreement or the ability of such Party to fulfill its respective obligations pursuant to this Agreement. Each party shall also give prompt written notice to the other of any adverse change in its business, properties, assets, operations or condition (financial or otherwise) that may impair its ability to comply with the terms of this Agreement, the Loan Program Standards, the Training Materials or Applicable Law.

SECTION 6 – TERM AND TERMINATION

6.1 One Year Renewable Term and Termination. The initial term of this Agreement shall be for a period of one year, commencing on the Effective Date. This Agreement shall automatically renew for additional one year periods unless either Party provides the other Party with written notice stating such Party’s intention that this Agreement not automatically renew in which case this Agreement shall terminate on the last day of the one year period in which such notice was received. Notwithstanding anything to the contrary, either Party may terminate this Agreement for convenience with thirty (30) days’ written notice to the other Party.

6.2 Events of Default and Ability to Terminate. A Party shall be deemed in default and the other Party shall have the right to terminate this Agreement at any time if the initial party: (i) becomes insolvent; (ii) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (iii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition for the benefit of creditors and/or (iv) breaches any of the provisions of this Agreement and fails to cure such breach within five (5) days after the earlier of (X) the breaching party becoming aware of the breach or (Y) written notice has been sent by the non-breaching party. Applicant Manager shall be deemed to be in default if Applicant Manager fails to comply with Applicable Law, the Training Materials, the Loan Program Standards or the obligation to report breaches, and upon any such default, On Deck may immediately terminate this Agreement upon delivery of written notice to Applicant Manager. If any federal or state regulatory agency having jurisdiction over the subject matter of this Agreement makes a demand that On Deck discontinue or substantially modify the Loan Program, either party in its sole discretion may terminate this Agreement upon written notice to the other, in which case neither party shall be deemed to be in default by reason of such termination. On Deck may immediately terminate this Agreement upon delivery of written notice to Applicant Manager if On Deck, in its sole discretion, calculates that the default rate of loans to Merchants submitted by Applicant Manager is greater than ten percent (10%).

6.3 Applicant Manager’s Right to Compensation Following Termination. Unless this Agreement is terminated because of the default of Applicant Manager relating to or arising out of a breach of this Agreement or by reason of regulatory demand, On Deck shall compensate Applicant Manager for its services as provided in this Agreement for all Merchants submitted to On Deck prior to the applicable date of termination. If Applicant Manager violates Sections 2.4, 3 or 4 with respect to any Merchant or otherwise, On Deck shall have no obligation to compensate Agent for providing any services with respect to any Merchants notwithstanding any other provision of this Agreement.

6.4 Provisions Surviving Termination. Sections 1.2, 2.1, 2.4, 2.5, 3, 4.2, 6.4 and 7 shall survive termination of this Agreement.

SECTION 7 – MISCELLANEOUS PROVISIONS

7.1 Independent Contractor Status Between the Parties. On Deck and Applicant Manager will be deemed to be independent contractors and will not be considered to be employer/employee, agent, servant, joint venturer or partner of the other. Applicant Manager covenants that Applicant Manager will not take any action that would allow a potential Merchant to reasonably conclude that Applicant Manager is an agent of On Deck with any form of apparent authority. Applicant Manager understands and agrees that Applicant Manager shall have no ability to bind On Deck in any manner to any agreement, representation or promise.

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7.2 Limitations on Amendments and Waivers. Except as otherwise provided in this Agreement, no provision of this Agreement may be amended, modified or waived except by a written agreement signed by both Parties. Except as otherwise provided in this Agreement, no failure or delay on the part of any Party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. Neither Party will be liable to the other for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party.

7.3 Limitations on Assignment. Neither party shall assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third party any right or obligation under this Agreement without the prior written consent of the other party. On Deck may assign this Agreement and its rights hereunder to a purchaser of all or part of the Loan Program or in the event of a change in control of On Deck but only if the assignee agrees to compensate Applicant Manager as provided under this Agreement.

7.4 Addresses for all Legal Notices. All notices and other communication required or permitted under this Agreement shall be in writing and given by personal delivery, facsimile (confirmed by a mailed copy) or first class mail, postage prepaid and shall be deemed received on the third business day after mailing to the address listed on the signature page hereto beneath the applicable Party’s signature. Each Party agrees that the address for notice may be updated by providing the other Party with written notice. On Deck may provide notice to Applicant Manager by posting any document or communication to the Partner Portal or by email to the email address provided to On Deck by Applicant Manager and listed in On Deck’s records, it being understood that any such posting or email shall be effective notice for purposes of this Agreement.

7.5 Guidance on Interpretation and Severability. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. If any provision of this Agreement is illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement. In such instance, this Agreement shall be deemed modified to the extent necessary to render enforceable the remaining provisions.

7.6 Binding Effect on the Parties. This Agreement, including all addendums, schedules, exhibits and attachments thereto, and any Confidentiality Agreement executed between the Parties prior to the date hereof embodies the entire understanding and agreement of the Parties. This Agreement shall be binding upon and will inure to the benefit of and will be binding upon the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

7.7 Applicable Jurisdiction and Governing Law. This Agreement will be deemed to be a contract made under the laws of Virginia, and will be construed in accordance with the laws of Virginia without regard to principles of conflicts of law. Any claim arising out of this Agreement shall be litigated in the appropriate State or Federal court located in Virginia. The Parties waive any right to a trial by jury in any litigation based upon or arising out of this Agreement.

7.8 Acceptable Execution of Counterparts. Provided that all parties execute a copy of this Agreement, this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties acknowledge that delivery of executed copies of this Agreement may be affected by facsimile, pdf or other comparable electronic means, as well as by delivery of manually signed copies.

7.9 Applicable Definitions. The following terms when used in this Agreement shall have the following meanings:

(a) “Applicable Law” means any federal, state, and local laws, statutes, regulations, rules and orders applicable to the Parties’ performance of this Agreement.

(b) “Loan Agreement” means any loan agreement in effect between On Deck and a Merchant and shall include any application submitted by a Merchant.

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(c) “Loan Program” means the operations, policies and procedures as established by On Deck for the origination and servicing of business loans to Merchants.

(d) “Loan Program Standards” means the written policies and procedures that may be established, from time to time, by On Deck to govern the operations of the Loan Program, including, without limitation, credit standards to be used by Applicant Manager in soliciting prospective Merchants and policies and procedures to ensure that relationships with Merchants are satisfactory to On Deck and that the Loan Program is maintained in a financially safe and sound manner.

(e) “Merchant” means each business solicited by Applicant Manager and to whom On Deck evaluates the provision of a small business loan.

(f) “Merchant Loan Amount” means, with respect to any Merchant, the principal dollar value of the loan extended by On Deck to such Merchant and actually received by such Merchant, not including any fees or interest, as documented in an executed Loan Agreement with such Merchant.

(g) “Partner Portal” means the webpages and content therein found at the following url address: https://loans.ondeckcapital.com/partnerportal/

(h) “Regulatory Authority” means any federal, state or regulatory agency having jurisdiction over the subject matter of this Agreement.

(i) “Training Materials” means the training materials, as such may be updated and/or revised from time to time by On Deck, with respect to the Loan Program that are provided by On Deck to Applicant Manager or made available through Partner Portal.

[Signature Page Follows]

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On Deck and Applicant Manager have caused this Agreement to be executed below by their duly authorized representatives.

ON DECK CAPITAL, INC.
Signature:	Signature:
Printed Name:	Printed Name:
Date:	Date:
ADDRESS FOR NOTICE:	ADDRESS FOR NOTICE:
1400 Broadway, 25th Floor
New York, NY 10018
Fax: 646-417-6376

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EX-10

Exhibit 10.17

ON DECK CAPITAL, INC.

EMPLOYEE BONUS PLAN

1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives.

2. Definitions.

(a) “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

(b) “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the Committee’s authority under Section 3(d) to modify the award.

(c) “Board” means the Board of Directors of the Company.

(d) “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(f) “Committee” means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan and be considered the Committee for purposes of the Plan.

(g) “Company” means On Deck Capital, Inc., a Delaware corporation, or any successor thereto.

(h) “Employee” means any executive, officer, or other employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

(i) “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

(j) “Performance Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.

(k) “Plan” means this Employee Bonus Plan, as set forth in this instrument (including any appendix attached hereto) and as hereafter amended from time to time.

(l) “Target Award” means the target award, at 100% target level of achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b).

3. Selection of Participants and Determination of Awards.

(a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Periods.

(b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant, which may be a percentage of a Participant’s annual base salary as of the beginning or end of the Performance Period or a fixed dollar amount.

(c) Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool.

(d) Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in the Committee’s discretion. The Committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.

(e) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee will, in its sole discretion, determine the performance goals applicable to any Target Award which may include, without limitation: attainment of research and development milestones, billings, bookings, business divestitures and acquisitions, cash flow, cash position, contract awards or backlog, customer-related measures, customer retention rates from an acquired company, business unit or division, earnings (which may include earnings before interest, taxes, depreciation and amortization, earnings before taxes and net earnings), earnings per share, employee engagement, employee retention, employee mobility, expenses, geographic expansion, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, hiring targets, internal rate of return, inventory turns, inventory levels, market share, milestone achievements, net billings, net income, net profit, net revenue margin, net sales, new product

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development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income, operating margin, origination volume, overhead or other expense reduction, portfolio conversion rate, product defect measures, product development, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, units sold (total and new), working capital, and individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on GAAP or Non-GAAP results and any actual results may be adjusted by the Committee for one-time items, unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit or Company-wide basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d).

4. Payment of Awards.

(a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

(b) Timing of Payment. To receive an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid. Accordingly, an Actual Award is not considered earned until paid.

It is the intent that this Plan be exempt from, or comply with, the requirements of Code Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply. Each payment under this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

(c) Form of Payment. Each Actual Award will generally be paid in cash (or its equivalent) in a single lump sum. The Committee reserves the right to settle an Actual Award with a grant of an equity award under the Company’s then-current equity compensation plan.

5. Plan Administration.

(a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board.

(b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited

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to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules.

(c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.

(d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

(e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

6. General Provisions.

(a) Tax Withholding. The Company will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

(b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

(c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

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(d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

(e) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant.

7. Amendment, Termination, and Duration.

(a) Amendment, Suspension, or Termination. The Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

(b) Duration of Plan. The Plan will commence on the date specified herein, and subject to Section 7(a) (regarding the Committee’s right to amend or terminate the Plan), will remain in effect until terminated.

8. Legal Construction.

(a) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the plural.

(b) Severability. In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

(c) Requirements of Law. The granting of awards under the Plan will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of New York, but without regard to its conflict of law provisions.

(e) Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and administered in accordance with such intention.

(f) Captions. Captions are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.

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EX-10

Exhibit 10.18

ON DECK CAPITAL, INC.

OUTSIDE DIRECTOR COMPENSATION POLICY

On Deck Capital, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2014 Equity Incentive Plan (the “Plan”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.

This Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Effective Date”).

1. CASH RETAINERS

No Outside Director will receive per meeting attendance for attending Board or meetings of committees of the Board.

Annual Cash Retainer

Each Outside Director will be paid an annual cash retainer of $30,000.

Committee Chair and Committee Member Annual Cash Retainer

Effective as of the Registration Date, each Outside Director who serves as chairperson of a committee of the Board or as a member of a committee of the Board will be eligible to earn additional annual fees as follows:

Chairperson of Audit Committee:	$	17,000
Chairperson of Compensation Committee:	$	10,000
Chairperson of Risk Management Committee:	$	10,000
Chairperson of Nominating and Governance Committee:	$	6,000
Member of Audit Committee:	$	7,500
Member of Compensation Committee:	$	5,000
Member of Risk Management Committee:	$	5,000
Member of Nominating and Governance Committee:	$	2,500

All cash compensation will be paid quarterly in arrears on a prorated basis.

2. EQUITY COMPENSATION

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

(a) No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of shares of Company common stock (“Shares”) to be covered by such Awards.

(b) Appointment Awards. Subject to Section 11 of the Plan, upon an Outside Director’s appointment to the Board following the Registration Date, such Outside Director automatically will be granted an Award with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of $330,000 (an “Appointment Award”).

If an Appointment Award is an Option, such Appointment Award will vest in forty-eight (48), equal, monthly installments beginning with the first monthly anniversary after the grant date, in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date.

If an Appointment Award is an Award of Restricted Stock Units, such Appointment Award will vest in twelve (12) equal, quarterly installments beginning with the last day of the first full quarter after the grant date, in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date.

(c) Annual Awards. Subject to Section 11 of the Plan, on the date of each annual meeting of the Company’s stockholders (the “Annual Meeting”) beginning with the 2015 Annual Meeting, each Outside Director automatically will be granted an Award with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of $150,000 (an “Annual Award”). Each Annual Award will fully vest upon the earlier of: (i) the 12-month anniversary of the grant date; or (ii) the next Annual Meeting, in each case, provided that the Outside Director continues to serve as a Service Provider through the vesting date.

(d) Terms Applicable to all Options Granted Under this Policy. The per Share exercise price for all other Options granted under this Policy will be one hundred percent (100%) of the Fair Market Value on the grant date.

(e) Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her Awards.

3. TRAVEL EXPENSES

Each Outside Director’s reasonable, customary and documented travel expenses to Board meetings will be reimbursed by the Company.

4. ADDITIONAL PROVISIONS

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.

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5. REVISIONS

The Board in its discretion may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date the Board determines to make any such change or revision.

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