Material Agreement Form 8 K

On November 27, 2024, Prosper Marketplace, Inc. (the "Company") entered into Amendment No. 2 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 previously amended and as amended by the Amendment, the "Credit Agreement"), among the Company, the lenders from time to time party thereto, and the Agent.

The Amendment temporarily decreases the minimum threshold for the Asset Coverage Ratio (as defined in the Credit Agreement) that the Company is required to maintain under the Credit Agreement, in exchange for quarterly amortization payments and all future interest payable in cash.

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 Annual Report on Form 10-K for the year ended December 31, 2024.