*How are Upstart investments taxed?

Assuming compliance with all provisions of the Trust Agreement and the Indenture (together, the "Documents") without any waiver thereof, the parties intend to treat each series of the issuer for U.S. federal income tax purposes as a grantor trust, but failing that, as a disregarded entity, if there is one beneficial owner of the Series, and as a partnership that is not a publicly traded partnership taxable as a corporation, or an association taxable as a corporation, if there is more than one beneficial owner of the Series.

In addition, the parties intend to treat the Loan-Related Securities as ownership interests in such grantor trusts for U.S. federal income tax purposes. As such, each security holder would recognize its proportionate share of the income, gain, losses and deductions of the applicable Series with respect to a corresponding loan, when recognized by such Series.

Prospective investors should be aware that such classification is not binding on the IRS, and there can be no assurance that the IRS will not seek to characterize a Series as a publicly traded partnership or an association taxable as a corporation. If the IRS successfully characterized a Series as a publicly traded partnership or as an association taxable as a corporation, the U.S. federal income tax consequences of an investment in such Series would materially differ from those discussed herein.

Security holders should consult their own tax advisors regarding the tax consequences of an investment in the Loan-Related Security if a Series were treated as a publicly traded partnership or as an association taxable as a corporation. Except as expressly set forth below, the remainder of this discussion assumes that each Series will be treated as a grantor trust for U.S. federal income tax purposes. Additionally, consistent with the Documents, the remainder of this discussion assumes that each Series will be treated as a United States person within the meaning of Section 7701(a)(30) of the Code. No election will be made to treat any Series as other than a grantor trust for U.S. federal income tax purposes.

See the Loan-Related Security Supplement of the Private Placement Memorandum for more information.

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