0001416265-12-000149 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF PROSPER FUNDING LLC
Limited Liability Company Agreement • March 7th, 2012 • Prosper Funding LLC • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PROSPER FUNDING LLC (the “Company”), dated as of March 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 Servicing Agreement.

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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 _________, 2012
Servicing Agreement • March 7th, 2012 • Prosper Funding LLC • Delaware

This SERVICING AGREEMENT is made as of ________, 2012 by and between PROSPER FUNDING LLC (the “Company”), and PROSPER MARKETPLACE, INC. (the “Servicer”).

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