0001564590-15-002385 Sample Contracts

PROSPER MARKETPLACE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 6th, 2015 • Prosper Funding LLC • Finance services • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of July 18, 2013, and is between Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and Rajeev V. Date (“Indemnitee”).

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Investor Registration Agreement
Investor Registration Agreement • April 6th, 2015 • Prosper Funding LLC • Finance services • New York

This Investor 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.

AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Administration Agreement • April 6th, 2015 • Prosper Funding LLC • Finance services • New York

THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this “Amendment”), dated as of January 1, 2015, 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”).

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