0001140361-14-014832 Sample Contracts

DIRECTOR INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2014 • 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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Borrower Registration Agreement
Borrower Registration Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • Utah

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

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • Delaware

This Director Indemnification Agreement, dated as of January 15, 2013 (this “Agreement”), is made by and between Prosper Marketplace, Inc., a Delaware corporation (the “Company”), and Pat Grady (“Indemnitee”).

Lender Registration Agreement
Lender Registration Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • New York

This Lender 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.

BACKUP SERVICING AGREEMENT
Backup Servicing Agreement • March 31st, 2014 • Prosper Funding LLC • Finance services • California

This BACKUP SERVICTNG AGREEMENT (the "Agreement"), dated as of January 9, 2014 (the "Effective Date''), is entered into by and between Prosper Funding LLC, a Delaware limited liability company ("PFL"), and First Associates Loan Servicing, LLC, a Delaware limited liability company (the "Backup Servicer").

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