Fifth Amendment to Asset Sale Agreement, dated June 25, 2021, between Prosper Funding LLC and WebBank

Exhibit 10.1

Execution Version

CONFIDENTIAL TREATMENT

[***] indicates that certain confidential information contained in this document, marked by brackets, has been omitted because the information is (i) not material and (ii) would be competitively harmful if publicly disclosed.

FIFTH AMENDMENT TO
ASSET SALE AGREEMENT

This FIFTH AMENDMENT TO ASSET SALE AGREEMENT (this “Amendment”), dated as of June 25, 2021 (the “Amendment Effective Date”), is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California (“PFL”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Existing Asset Sale Agreement (as defined below).

RECITALS

WHEREAS, reference is made to that certain Asset Sale Agreement, dated as of July 1, 2016, by and between Bank and PFL (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Asset Sale Agreement”); and

WHEREAS, the Parties desire to amend the Existing Asset Sale Agreement to provide for certain amendments to the Program terms.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the terms, conditions and mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and PFL mutually agree as follows:

1.                  Section 8(a) of the Existing Asset Sale Agreement is amended and restated in its entirety as follows:

“This Agreement shall begin on the Effective Date and end on February 1, 2025 (the “Initial Term”) and shall renew automatically for successive terms of one (1) year (each, a “Renewal Term,” and collectively, the Initial Term and any Renewal Terms shall be referred to as the “Term”), unless either Party provides notice of non-renewal to the other Party at least ninety (90) days prior to the end of the then applicable Term or this Agreement is earlier terminated in accordance with the provisions hereof.”

2.                  Schedule 2 to the Existing Asset Sale Agreement is amended by amending and restating the definition of the term “LTF Required Balance” in Section (p)(5) of Schedule 2 as follows:

“(5) ‘LTF Required Balance’ means the amount calculated in accordance with the terms of Exhibit B.”

3.                  Exhibit B to the Existing Asset Sale Agreement is amended by amending and restating Exhibit B in its entirety as set forth in Exhibit B to this Amendment.

4.                  Bank shall, within two Business Days after the Amendment Effective Date, release and pay to PFL any amount then held in the LTF Collateral Account that exceeds the LTF Required Balance as modified by this Amendment.

5.                  Miscellaneous.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized officers as of the date first written above.

[Signature Page to Fifth Amendment to Asset Sale Agreement]

PROSPER FUNDING LLC

[Signature Page to Fifth Amendment to Asset Sale Agreement]

Exhibit B

Calculation of LTF Required Balance

This exhibit sets forth the method for calculating the LTF Required Balance.

[Exhibit B to Fifth Amendment to Asset Sale Agreement]