Material Agreement Form 8 K

On June 26, 2024, Prosper Marketplace, Inc. (the "Company") entered into Amendment No. 1 to Credit Agreement (the "Amendment"), among the Company, as borrower, the subsidiaries of the Company party thereto, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent (the "Agent"), which amended the Credit Agreement, dated November 14, 2022 (as amended, the "Credit Agreement"), among the Company, the lenders from time to time party thereto, and the Agent.

The Amendment temporarily decreases the minimum thresholds for Tangible Net Worth (as defined in the Credit Agreement) and Asset Coverage Ratio (as defined in the Credit Agreement) that the Company is required to maintain under the Credit Agreement, in exchange for certain fees payable in installments.

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