0001140361-14-026046 Sample Contracts

PROSPER MARKETPLACE, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO- SALE AGREEMENT May 15, 2014 CONFIDENTIAL TREATMENT REQUESTED
Co-Sale Agreement • June 18th, 2014 • Prosper Marketplace Inc • Finance services • California

This Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made as of May 15, 2014, by and among Prosper Marketplace, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A attached hereto (each, an “Investor,” and collectively, the “Investors”) and the individuals listed on Exhibit B attached hereto (each, a “Founder,” and collectively, the “Founders”).

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PROSPER MARKETPLACE, INC. AMENDED AND RESTATED VOTING AGREEMENT May 15, 2014
Voting Agreement • June 18th, 2014 • Prosper Marketplace Inc • Finance services • California

This Amended and Restated Voting Agreement (this “Agreement”) is made as of May 15, 2014, by and among Prosper Marketplace, Inc., a Delaware corporation (the “Company”), the entities listed on Exhibit A attached hereto (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B hereto (each a “Founder,” and collectively the “Founders”). The Founders and the Investors are referred to herein collectively as the “Voting Parties.”

PROSPER MARKETPLACE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 15, 2014 CONFIDENTIAL TREATMENT REQUESTED
Investors’ Rights Agreement • June 18th, 2014 • Prosper Marketplace Inc • Finance services • California

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of May 15, 2014, by and among Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

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