PROSPER MARKETPLACE, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2016 • Prosper Funding LLC • Finance services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of __________, and is between Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
PROSPER MARKETPLACE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2014 • Prosper Funding LLC • Finance services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of April 8, 2014, and is between Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and Macy Lee (“Indemnitee”).
Borrower Registration Agreement and Limited Power of AttorneyBorrower Registration Agreement • March 20th, 2020 • Prosper Funding LLC • Finance services • Utah
This Personal Loan Borrower Registration Agreement (this "Agreement") is made and entered into between you ("you" and "your" refer to each and every borrower, including any joint applicant/co-borrower) and Prosper Funding LLC ("Prosper").
Borrower Registration AgreementBorrower Registration Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • Utah
This Borrower Registration Agreement (this "Agreement") is made and entered into between you and Prosper Funding LLC ("Prosper").
Investor Registration AgreementInvestor Registration Agreement • March 22nd, 2024 • Prosper Funding LLC • Finance services
This Investor Registration Agreement (this “Agreement”) is made and entered into among you, Prosper Funding LLC (“Prosper”, “we”, or “us”), and Prosper Marketplace, Inc. (a separate legal entity that is the parent company of Prosper). This Agreement will govern all purchases of Borrower Payment Dependent Notes (“Notes”) that you may, from time to time, make from Prosper, and all purchases of PMI Management Rights that you may, from time to time, make from Prosper Marketplace, Inc.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • Delaware
This Director Indemnification Agreement, dated as of January 15, 2013 (this “Agreement”), is made by and between Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and Pat Grady (“Indemnitee”).
Lender Registration AgreementLender Registration Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • New York
This Lender Registration Agreement (this "Agreement") is made and entered into between you Prosper Funding LLC ("Prosper", "we", or "us"), and Prosper Marketplace, Inc. (a separate legal entity that is the parent company of Prosper). This Agreement will govern all purchases of Borrower Payment Dependent Notes ("Notes") that you may, from time to time, make from Prosper, and all purchases of PMI Management Rights that you may, from time to time, make from Prosper Marketplace, Inc.
ADMINISTRATION AGREEMENT among PROSPER FUNDING LLC, as the Company and as the Licensor PROSPER MARKETPLACE, INC., in its capacity as the Licensee PROSPER MARKETPLACE, INC., in its separate capacity as the Corporate Administrator PROSPER MARKETPLACE,...Administration Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • New York
This ADMINISTRATION AGREEMENT executed on January 22nd, 2013 and made effective as of February 1, 2013 by and among PROSPER FUNDING LLC (the “Company” and the “Licensor”), PROSPER MARKETPLACE, INC., in its capacity as licensee (the “Licensee”), PROSPER MARKETPLACE, INC., in its separate capacity as the corporate administrator (the “Corporate Administrator”), PROSPER MARKETPLACE, INC., in its separate capacity as the Loan Platform Administrator (the “Loan Platform Administrator”) and PROSPER MARKETPLACE, INC., in its separate capacity as the Loan and Note Servicer (the “Loan and Note Servicer”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROSPER FUNDING LLCLimited Liability Company Agreement • October 23rd, 2013 • Prosper Funding LLC • Finance services • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PROSPER FUNDING LLC (the “Company”), dated as of October 21, 2013, is entered into by PROSPER MARKETPLACE, INC., a Delaware corporation as the sole equity member (the “Member”), Bernard J. Angelo and David V. DeAngelis, as Independent Directors who may become Special Members and each other Special Member who may become a party hereto from time to time. Capitalized terms used but not otherwise defined in Schedule A hereto shall have the respective meanings assigned to such terms in the Indenture or, if not defined therein, in the Administration Agreement.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROSPER FUNDING LLCLimited Liability Company Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PROSPER FUNDING LLC (the “Company”), dated as of January 10, 2013, is entered into by PROSPER MARKETPLACE, INC., a Delaware corporation as the sole equity member (the “Member”), Bernard J. Angelo and Kevin P. Burns, as Independent Directors who may become Special Members and each other Special Member who may become a party hereto from time to time. Capitalized terms used but not otherwise defined in Schedule A hereto shall have the respective meanings assigned to such terms in the Indenture or, if not defined therein, in the Administration Agreement.
BACKUP SERVICING AGREEMENT (NOTE CHANNEL)Backup Servicing Agreement • November 13th, 2017 • Prosper Funding LLC • Finance services • California
This BACKUP SERVICING AGREEMENT (NOTE CHANNEL), dated as of February 24, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among PROSPER FUNDING LLC, a Delaware limited liability company (“PFL”), and PROSPER MARKETPLACE, INC., a Delaware corporation (“PMI” and, together with PFL, collectively, “Prosper”), in each case, as servicer (in such capacity, together with their respective successors and permitted assigns, “Servicer”), and FIRST ASSOCIATES LOAN SERVICING, LLC, a Delaware limited liability company, as backup servicer (in such capacity, together with its successors and permitted assigns, “Backup Servicer”).
CONFIDENTIAL TREATMENT REQUESTED WEBBANK and PROSPER MARKETPLACE, INC. SECOND AMENDED AND RESTATED LOAN ACCOUNT PROGRAM AGREEMENTLoan Account Program Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Utah
This SECOND AMENDED AND RESTATED LOAN ACCOUNT PROGRAM AGREEMENT (this “Agreement”), dated as of January 25, 2013 (“Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation, having its principal location in San Francisco, California (“Company”).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • California
This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of January 22, 2013, is entered into by and between Prosper Marketplace, Inc., a Delaware corporation (“PMI”), and Prosper Funding LLC, a Delaware limited liability company and a wholly-owned subsidiary of PMI (“Prosper Funding”). PMI and Prosper Funding are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.”
SECOND AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • April 22nd, 2019 • Prosper Funding LLC • Finance services • Utah
This SECOND AMENDMENT TO MARKETING AGREEMENT (this “Amendment”), dated as of November 17, 2017 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Marketing Agreement (as defined below).
CREDIT AGREEMENT Dated as of November 14, 2022 among PROSPER MARKETPLACE, INC., as Borrower, WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent and as Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME [***] = Certain...Credit Agreement • May 11th, 2023 • Prosper Funding LLC • Finance services • New York
This CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of November 14, 2022 among Prosper Marketplace, Inc., a Delaware corporation, as borrower (the “Borrower”), the Lenders (as defined herein) from time to time party hereto, Wilmington Trust, National Association (“Wilmington Trust”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and Wilmington Trust, as collateral agent for the Secured Parties (as defined herein) (in such capacity, together with its successors and assigns, the “Collateral Agent”).
FIRST AMENDMENT TO STAND BY PURCHASE AGREEMENTStand by Purchase Agreement • April 24th, 2019 • Prosper Funding LLC • Finance services • Utah
This FIRST AMENDMENT TO STAND BY PURCHASE AGREEMENT (this “Amendment”), dated as of February 1, 2019 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Asset Sale Agreement (as defined below).
WARRANT AGREEMENT by and among PROSPER MARKETPLACE, INC., PF WARRANTCO HOLDINGS, LPWarrant Agreement • November 13th, 2017 • Prosper Funding LLC • Finance services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2017, is made by and among Prosper Marketplace, Inc., a Delaware corporation (the “Company”), PF WarrantCo Holdings, LP, a Delaware limited partnership (the “Warrant Holder”), and solely with respect to its rights, and the performance of its obligations, set forth in [***] hereof, New Residential Investment Corp., a Delaware corporation (“NRZ”).
THIRD AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • April 24th, 2019 • Prosper Funding LLC • Finance services • Utah
This THIRD AMENDMENT TO MARKETING AGREEMENT (this “Amendment”), dated as of February 1, 2019 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Marketing Agreement (as defined below).
CONFIDENTIAL TREATMENT REQUESTED BY PROSPER FUNDING LLC SERVICING AGREEMENT between PROSPER FUNDING LLC, as the Company and PROSPER MARKETPLACE, INC., as the Servicer Dated as of _________, 2012Servicing Agreement • May 29th, 2012 • Prosper Funding LLC • Finance services • Delaware
This SERVICING AGREEMENT is made as of ________, 2012 by and between PROSPER FUNDING LLC (the “Company”), and PROSPER MARKETPLACE, INC. (the “Servicer”).
CONFIDENTIAL TREATMENT REQUESTED WEBBANK and PROSPER MARKETPLACE, INC. STAND BY LOAN PURCHASE AGREEMENT Dated as of January 25, 2013Stand by Loan Purchase Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Utah
This STAND BY LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of January 25, 2013 (“Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation, having its principal location in San Francisco, California (“PMI”).
FIRST AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • April 22nd, 2019 • Prosper Funding LLC • Finance services • Utah
This FIRST AMENDMENT TO MARKETING AGREEMENT (this “Amendment”), dated as of October 7, 2016 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Marketing Agreement (as defined below).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Virginia
THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”), dated as of January 24, 2013, is among FOLIOfn Investments, Inc., a Virginia corporation registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“Folio”), Prosper Marketplace, Inc. a Delaware corporation (“PMI”), and Prosper Funding LLC, a Delaware limited liability company and wholly-owned subsidiary of PMI (“PFL”). As used in this Agreement, “Party” means Folio, PMI or PFL; “Parties” means Folio, PMI and PFL; “Prosper Party” means PMI or PFL; and “Prosper Parties” means PMI and PFL
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Virginia
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made and entered into as of January 24, 2013 (the “Effective Date”), among Prosper Marketplace, Inc., a Delaware corporation, (“PMI”), Prosper Funding LLC, a Delaware limited liability company and wholly-owned subsidiary of PMI (“PFL”), and FOLIOfn Investments, Inc., a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and organized under the laws of the Commonwealth of Virginia (“Licensee”).
CONFIDENTIAL TREATMENT REQUESTED WEBBANK PROSPER MARKETPLACE, INC. and PROSPER FUNDING LLC SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT Dated as of January 25, 2013Loan Sale Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Utah
This SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT (this “Agreement”), dated as of January 25, 2013 (“Effective Date”), is made by and among WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), PROSPER MARKETPLACE, INC., a Delaware corporation, having its principal location in San Francisco, California (“PMI”), and PROSPER FUNDING LLC, a Delaware limited liability company and a wholly-owned subsidiary of PMI, also having its principal location in San Francisco, California (“PFL”).
Borrower Registration Agreement and Limited Power of AttorneyBorrower Registration Agreement • March 29th, 2023 • Prosper Funding LLC • Finance services • Delaware
This Personal Loan Borrower Registration Agreement (this "Agreement") is made and entered into between you ("you" and "your" refer to each and every borrower, including any joint applicant/co-borrower) and Prosper Funding LLC ("Prosper").
FIRST AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • April 22nd, 2019 • Prosper Funding LLC • Finance services • Utah
This FIRST AMENDMENT TO ASSET SALE AGREEMENT (this “Amendment”), dated as of October 7, 2016 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California (“PFL”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Asset Sale Agreement (as defined below).
BACKUP SERVICING AGREEMENTBackup Servicing Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • California
This BACKUP SERVICTNG AGREEMENT (the "Agreement"), dated as of January 9, 2014 (the "Effective Date''), is entered into by and between Prosper Funding LLC, a Delaware limited liability company ("PFL"), and First Associates Loan Servicing, LLC, a Delaware limited liability company (the "Backup Servicer").
SECOND AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • April 22nd, 2019 • Prosper Funding LLC • Finance services • Utah
This SECOND AMENDMENT TO ASSET SALE AGREEMENT (this “Amendment”), dated as of March 27, 2017 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California (“PFL”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Asset Sale Agreement (as defined below).
AMENDED AND RESTATED HOSTING SERVICES AGREEMENTHosting Services Agreement • January 28th, 2013 • Prosper Funding LLC • Finance services • Virginia
This Amended and Restated Hosting Services Agreement (the “Agreement”) among Prosper Marketplace, Inc., a Delaware corporation (“PMI”), Prosper Funding LLC, a Delaware limited liability company and wholly-owned subsidiary of PMI (“PFL”), and FOLIOfn Investments, Inc. (“Customer”) is dated January 24, 2013 (the “Effective Date”). As used in this Agreement, “Party” means PMI, PFL or Customer; “Parties” means PMI, PFL, and Customer; “Prosper Party” means PMI or PFL; and “Prosper Parties” means PMI and PFL.
indicates that certain confidential information contained in this document, marked by brackets, has been omitted because the information is (i) not material and (ii) would be competitively harmful if disclosed. FOURTH AMENDMENT TO STAND BY PURCHASE...Stand by Purchase Agreement • March 22nd, 2024 • Prosper Funding LLC • Finance services • Utah
This FOURTH AMENDMENT TO STAND BY PURCHASE AGREEMENT (this “Amendment”), dated as of February 28, 2024 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Stand By Purchase Agreement (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PROSPER FUNDING LLC (the “Company”), dated as of October 1, 2012, is entered into by PROSPER MARKETPLACE, INC., a Delaware corporation as the sole equity member (the “Member”), Bernard J. Angelo and Kevin P. Burns, as Independent Directors who may become Special Members and each other Special Member who may become a party hereto from time to time. Capitalized terms used but not otherwise defined in Schedule A hereto shall have the respective meanings assigned to such terms in the Indenture or, if not defined therein, in the Administration Agreement.
PROCESSING AGREEMENTProcessing Agreement • October 1st, 2012 • Prosper Funding LLC • Finance services • Texas
This Amended and Restated Processing Agreement (this “Agreement”) is entered into as of the ___ day of ____, 2012 (the “Effective Date”) by and among CSC Logic, Inc., a Texas corporation (“CSC Logic”), Prosper Marketplace, Inc., a Delaware corporation (“PMI”), and Prosper Funding LLC, a Delaware limited liability company and wholly-owned subsidiary of PMI (“PFL”). As used in this Agreement, “Party” means CSC Logic, PMI or PFL; “Parties” means CSC Logic, PMI and PFL and “Prosper Parties” means PMI and PFL.
FOURTH AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • November 12th, 2020 • Prosper Funding LLC • Finance services • Utah
This FOURTH AMENDMENT TO ASSET SALE AGREEMENT (this “Amendment”), dated as of November 9, 2020 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California (“PFL”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Asset Sale Agreement (as defined below).
SERVICES AND INDEMNITY AGREEMENTServices and Indemnity Agreement • November 21st, 2012 • Prosper Funding LLC • Finance services • New York
This Services and Indemnity Agreement, dated as of March 1, 2012 (this “Agreement”), is among Kevin P. Burns, and Bernard J. Angelo, each a natural person (collectively the “GSS Representatives”), Global Securitization Services, LLC, a Delaware limited liability company (“Global”), Prosper Funding LLC, a Delaware limited liability company (the “Company”) and Prosper Marketplace, Inc., a Delaware corporation (“Parent”).
AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENTAdministration Agreement • March 26th, 2018 • Prosper Funding LLC • Finance services • New York
THIS AMENDMENT NO. 4 TO ADMINISTRATION AGREEMENT (this “Amendment”), dated as of January 25, 2018, is entered into by and among PROSPER FUNDING LLC (the “Company” and the “Licensor”), PROSPER MARKETPLACE, INC., in its capacity as the Licensee (“Licensee”), PROSPER MARKETPLACE, INC., in its separate capacity as the Corporate Administrator (the “Corporate Administrator”), PROSPER MARKETPLACE, INC., in its separate capacity as the Loan Platform Administrator (the “Loan Platform Administrator”), and PROSPER MARKETPLACE, INC., in its separate capacity as the Loan and Note Servicer (the “Loan and Note Servicer”).
