0001416265-20-000383 Sample Contracts

FOURTH AMENDMENT TO ASSET SALE AGREEMENT
Asset 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).

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SECOND AMENDMENT TO STAND BY PURCHASE AGREEMENT
Stand by Purchase Agreement • November 12th, 2020 • Prosper Funding LLC • Finance services • Utah

This SECOND AMENDMENT TO STAND BY PURCHASE 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 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).

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • November 12th, 2020 • Prosper Funding LLC • Finance services • California

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and Prosper Marketplace, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

FOURTH AMENDMENT TO MARKETING AGREEMENT
Marketing Agreement • November 12th, 2020 • Prosper Funding LLC • Finance services • Utah

This FOURTH AMENDMENT TO MARKETING AGREEMENT (this “Amendment”), dated as of September 21, 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 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).

FIFTH AMENDMENT TO MARKETING AGREEMENT
Marketing Agreement • November 12th, 2020 • Prosper Funding LLC • Finance services • Utah

This FIFTH AMENDMENT TO MARKETING 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 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).

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