0001104659-09-024058 Sample Contracts

LENDER REGISTRATION AGREEMENT (Note Commitment, Purchase and Sale Agreement)
Lender Registration Agreement • April 14th, 2009 • 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 • April 14th, 2009 • 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 and group leaders, 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 obtained by Prosper borrowers 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.”

Prosper-Folio Software License Agreement LICENSE AGREEMENT
License Agreement • April 14th, 2009 • Prosper Marketplace Inc • Finance services • Virginia

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2009, by and between Prosper Marketplace, Inc., a Delaware corporation, (“Prosper” or “Licensor”) and FOLIOfn Investments, Inc., a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and organized under the laws of the Commonwealth of Virginia (“Licensee”).

HOSTING SERVICES AGREEMENT
Hosting Services Agreement • April 14th, 2009 • Prosper Marketplace Inc • Finance services • Virginia

This Hosting Services Agreement (the “Agreement”) between Prosper Marketplace, Inc. (“Prosper”) and FOLIOfn Investments, Inc. (“Customer”) is dated March 3, 2009.

Prosper-Folio Services Agreement
Prosper-Folio Services Agreement • April 14th, 2009 • Prosper Marketplace Inc • Finance services • Virginia

THIS SERVICES AGREEMENT (this “Agreement”), dated as of March 3, 2009, is by and between FOLIOfn Investments, Inc., a Virginia corporation registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“Folio”), and Prosper Marketplace, Inc. a Delaware corporation (“Prosper”).

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