0001140361-12-048756 Sample Contracts

Borrower Registration Agreement
Borrower Registration Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • Utah

This Borrower Registration Agreement (this "Agreement") is made and entered into between you and Prosper Funding LLC ("Prosper").

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Lender Registration Agreement
Lender Registration Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • New York

This Lender Registration Agreement (this "Agreement") is made and entered into between you and Prosper Funding LLC ("Prosper", "we", or "us"). This Agreement will govern all purchases of Borrower Payment Dependent Notes ("Notes") that you may, from time to time, make from Prosper.

ADMINISTRATION AGREEMENT among PROSPER FUNDING LLC, as the Company and as the Licensor PROSPER MARKETPLACE, INC., in its capacity as the Licensee PROSPER MARKETPLACE, INC., in its separate capacity as the Corporate Administrator PROSPER MARKETPLACE,...
Administration Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • New York

This ADMINISTRATION AGREEMENT is made as of ________, 2012 by and among PROSPER FUNDING LLC (the “Company” and the “Licensor”), PROSPER MARKETPLACE, INC., in its capacity as licensee (the “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”).

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • California

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of [●], is entered into by and between Prosper Marketplace, Inc., a Delaware corporation (“PMI”), and Prosper Funding LLC, a Delaware limited liability company and a wholly-owned subsidiary of PMI (“Prosper Funding”). PMI and Prosper Funding are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • Delaware

This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PROSPER FUNDING LLC (the “Company”), dated as of October 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 Administration Agreement.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 27th, 2012 • Prosper Funding LLC • Finance services • New York

THIS AMENDED AND RESTATED BORROWER PAYMENT DEPENDENT NOTES INDENTURE (this “Indenture”), dated as of ____, 2012, is entered by and between PROSPER FUNDING LLC, a Delaware limited liability company (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).

PROCESSING AGREEMENT between
Processing Agreement • November 27th, 2012 • Prosper Funding LLC • Finance services • Texas

This Amended and Restated Processing Agreement (this “Agreement”) is entered into as of the 21st day of November, 2012 (the “Effective Date”) by and among CSC Logic, Inc., a Texas corporation (“CSC Logic”) and Prosper Marketplace, Inc., a Delaware corporation (“PMI”). As used in this Agreement, “Party” means CSC Logic or PMI; “Parties” means CSC Logic and PMI.

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