0001104659-08-074769 Sample Contracts

LENDER REGISTRATION AGREEMENT (Note Commitment, Purchase and Sale Agreement)
Lender Registration Agreement • December 5th, 2008 • Prosper Marketplace Inc • Finance services • Utah

This Lender Registration Agreement is made and entered into between you and Prosper Marketplace, Inc. (“Prosper”, “we”, or “us”). This Agreement will govern all purchases of Borrower Payment Dependent Notes that you may, from time to time, purchase from Prosper.

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BORROWER REGISTRATION AGREEMENT
Borrower Registration Agreement • December 5th, 2008 • Prosper Marketplace Inc • Finance services • Utah

The Prosper marketplace is a person-to-person online credit auction platform (the “platform”) operated by Prosper for the registration of borrowers, lenders, group leaders and , the receipt, display and matching of listings and bids for loans and the origination, sale, servicing and collection of principal of and interest and other charges payable on loans. All loans originated through the platform are made by WebBank, a Utah-chartered industrial bank (“WebBank”). Prosper provides services to WebBank in connection with the origination of such loans and Prosper services all loans made to Prosper borrowers through the platform. The following Agreement describes the services and your rights and obligations should you elect to register as a borrower on the platform. Prosper and WebBank are collectively referred to in this Agreement as “we” or “us.”

WEBBANK and PROSPER MARKETPLACE, INC. LOAN SALE AGREEMENT
Loan Sale Agreement • December 5th, 2008 • Prosper Marketplace Inc • Finance services • Utah

THIS LOAN SALE AGREEMENT (this “Agreement”), dated as of April 14, 2008 (“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”).

CONFIDENTIAL TREATMENT REQUESTED BY PROSPER MARKETPLACE, INC. WEBBANK and PROSPER MARKETPLACE, INC. LOAN ACCOUNT PROGRAM AGREEMENT Dated as of April 14, 2008
Loan Account Program Agreement • December 5th, 2008 • Prosper Marketplace Inc • Finance services • Utah
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