Exhibit 10.1


 


Execution Version


[***]
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 disclosed.


SIXTH
AMENDMENT TO

ASSET SALE AGREEMENT


This
SIXTH AMENDMENT TO ASSET SALE AGREEMENT (this “Amendment”),
dated as of October 5, 2022 (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 Company (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 Loans to be held by Bank, and other matters.




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.             Schedule
35 to the Existing Asset Sale Agreement is hereby amended and restated in its entirety in the form set forth in Exhibit
A attached hereto.


2.                 
Miscellaneous. 


		(a)	Effect
                                         of Amendment. Except as expressly amended and/or superseded by this Amendment, the
                                         Existing Asset Sale Agreement shall remain in full force and effect. This Amendment shall
                                         not constitute an amendment or waiver of any provision of the Existing Asset Sale Agreement,
                                         except as expressly set forth herein. Upon the Amendment Effective Date, or as otherwise
                                         set forth herein, the Existing Asset Sale Agreement shall thereupon be deemed to be amended
                                         and supplemented as hereinabove set forth, and this Amendment shall henceforth be read,
                                         taken and construed as an integral part of the Existing Asset Sale Agreement; however,
                                         such amendments and supplements shall not operate so as to render invalid or improper
                                         any action heretofore taken under the Existing Asset Sale Agreement. In the event of
                                         any inconsistency between this Amendment and the Existing Asset Sale Agreement with respect
                                         to the matters set forth herein, this Amendment shall take precedence. References in
                                         any of the Program Documents or amendments thereto to the Existing Asset Sale Agreement
                                         shall be deemed to mean the Existing Asset Sale Agreement, as applicable, as amended
                                         by this Amendment.



		(b)	Counterparts.
                                         This Amendment may be executed and delivered by the Parties in any number of counterparts,
                                         and by different parties on separate counterparts, each of which counterpart shall be
                                         deemed an original and all of which counterparts, taken together, shall constitute but
                                         one and the same instrument.



		(c)	Governing
                                         Law. This Amendment shall be interpreted and construed in accordance with the laws
                                         of the State of Utah, without giving effect to the rules, policies, or principles thereof
                                         with respect to conflicts of laws.



[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.


 










	WEBBANK	 	 
	 	 	 	 
	By:	/s/	Jason Lloyd         	 
	 	 	Name: Jason Lloyd	 
	 	 	Title: President & CEO	 



 





[Signature
Page to Sixth Amendment to Asset Sale Agreement]












    	 



    	 



    



	PROSPER FUNDING LLC	 
	 	 	 	 
	By:	/s/	Edward R. Buell III         	 
	 	 	Name: Edward R. Buell III	 
	 	 	Title: Secretary	 






 


[Signature
Page to Sixth Amendment to Asset Sale Agreement]









    	 



    	 



    



Exhibit A






Schedule
35

Select Loans


		(a)	The
                                         process for identifying Select Loans shall be mutually agreed upon by the Parties, [***]
                                         (except as otherwise agreed upon by Bank and PFL). The aggregate outstanding principal
                                         amount of Loans designated as Select Loans pursuant to this section (a) shall not exceed
                                         the Select Loan Maximum, except with the written consent of Bank. “Select Loan
                                         Maximum” means (i) [***], or (ii) [***], or (iii) [***].



		(b)	Notwithstanding
                                         anything to the contrary contained in the Program Documents, Assets related to Select
                                         Loans shall not be offered for sale by Bank and shall not be purchased by PFL pursuant
                                         to Section 2 of this Agreement; provided, however, that sections (d), (h), (i),
                                         (j), (k), (l), (m), (n), (o) and (p) of Schedule 2 to the Agreement shall apply to a
                                         Select Loan following the purchase of such Select Loan by PFL pursuant to this Schedule
                                         35. For the avoidance of doubt, no Loan Trailing Fee shall be payable with respect to
                                         any Select Loan while such Select Loan is held by Bank.



		(c)	From
                                         time to time, PFL may notify Bank that, on the next Business Day (the “Select
                                         Loan Sale Date”), PFL desires to purchase from Bank the Select Loans identified
                                         by PFL in its notice, and Bank may elect to sell to PFL some or all of such Select Loans
                                         identified by PFL (the “Select Loans Identified For Purchase”). Bank
                                         hereby agrees to sell, transfer, assign, set-over, and otherwise convey to PFL, without
                                         recourse and with servicing released, on each Business Day, any Select Loans Identified
                                         For Purchase identified by PFL in accordance with this section (c) that Bank has elected
                                         to sell. In consideration for Bank’s agreement to sell, transfer, assign, set-over
                                         and convey to PFL such Select Loans Identified For Purchase, PFL agrees to purchase such
                                         Loans from Bank, and PFL shall pay to Bank, by wire transfer of immediately available
                                         funds sent to an account designated by Bank by not later than 3:00 pm Mountain Time,
                                         the aggregate Funding Amount for such Select Loans Identified For Purchase.



		(d)	The
                                         Purchase Price with respect to a Select Loan is equal to (i) the [***] of (A) [***],
                                         (B) [***], and (C) [***], together with (ii) the agreement under this Agreement
                                         to pay the Loan Trailing Fee.



		(e)	Bank
                                         shall pay (i) to PFL a “Select Loan Success Fee” with respect to Select
                                         Loans that are purchased by PFL within the Success Fee Period during any month (“Success
                                         Fee Loans”), equal to the product of (A) the difference of (I) the [***]
                                         of, for all [***] (II) the [***] (B) the [***], and (ii) to PMI the aggregate amount
                                         of [***] for all Success Fee Loans purchased by PFL [***] during such month.



 


For
the avoidance of doubt, [***] and [***] is [***] with respect to any Select Loan that is not purchased by PFL within the Success
Fee Period; provided, that to the extent Bank elects not to sell any Select Loan Identified for Purchase, such Loan shall
no longer be a Select Loan and [***].


			On
                                         each Select Loan Sale Date, PFL shall pay to Bank the [***] with respect to the group
                                         of Select Loans purchased by PFL on such Select Loan Sale Date.







    	 



    	 



    

The
terms used above are defined as follows:


·              [***] means, [***].


·              [***] means the [***].


·              [***]
means the [***]. 


·              [***] means (i) [***], (ii) [***], or (iii) [***].


·              “Success
Fee Utilization Rate” means the quotient of (i) [***] of [***] held by Bank during a month, divided by (ii) the [***].


·              [***]
means, [***].


·              “Select Loan Net Amount” means, for any Select Loan, the Select Loan Interest
Amount for such Select Loan less the related Servicing Fee for such Select Loan.


		(f)	Bank
                                         and PFL agree that, [***], PFL shall purchase such Select Loan in accordance with the
                                         terms of this Schedule 35; provided, however, that [***]. If PFL has not purchased any
                                         Select Loan within [***] then, in addition to any other remedies available to Bank and
                                         notwithstanding anything to the contrary in the Servicing Agreement, [***]. The Parties
                                         will cooperate to cause such [***].



		(g)	Within
                                         five (5) Business Days after the end of each calendar month, in each case as calculated
                                         in accordance with subsection (e) of this Schedule 35,



		(i)	Bank
                                         shall pay to PFL the Select Loan Success Fee with respect to all Select Loans sold by
                                         Bank to PFL during such calendar month;



		(ii)	Bank
                                         shall pay to PMI the Marketing Fee with respect to (A) all Select Loans sold by Bank
                                         to PFL during such calendar month and (B) all Select Loans Identified for Purchase that
                                         Bank elects not to sell; and



		(iii)	PFL
                                         shall pay to Bank the Select Loan Net Amounts for all Select Loans sold by Bank to PFL
                                         during such calendar month.



		(h)	A
                                         Select Loan shall not become subject to the Servicing Agreement unless such Select Loan
                                         has been [***] and Bank [***].



 




		(i)	PFL
                                         shall provide ongoing monthly reporting to Bank, in a form reasonably requested by Bank,
                                         regarding the [***] and the [***] of Select Loans; provided, that to the extent
                                         of any [***] obligations that may apply to PFL, PFL may instead provide a reasonable
                                         description and attestation of the [***] rather than an [***].



 


		(j)	Either
                                         Party may terminate the designation of additional Select Loans [***]; provided,
                                         that [***].