Material Agreement Form 8 K

On August 28, 2024, Prosper Marketplace, Inc. (the "Company") entered into a Second Amendment (the "Second Amendment") to the First Amended and Restated Program Agreement dated August 16, 2023 (as further amended and restated, the "Agreement") with Coastal Community Bank ("Coastal"), that governs the Company's partnership with Coastal through which eligible consumers are extended unsecured credit through Prosper-branded credit cards. Defined terms used herein and not defined shall have the meaning set forth in the Agreement.

The Second Amendment, among other things, temporarily increases the amount of receivables corresponding to the principal balance of Prosper Allocations (the "Retained Principal Receivables") which Coastal maintains on its balance sheet to $375 million from $350 million from the effective date of the Second Amendment through November 1, 2024. On or before November 1, 2024, Company will purchase any Retained Principal Receivables on Coastal's balance sheet in excess of $350 million, such that the Retained Principal Receivables does not exceed $350 million after November 1, 2024.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which will be filed as an exhibit to the Company's upcoming Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.