Exhibit 10.2










 





[***]
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.


Execution
Version


THIRD
AMENDMENT TO

MARKETING AGREEMENT


This
THIRD AMENDMENT TO MARKETING AGREEMENT (this “Amendment”), dated
as of February 1, 2019 (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 MARKETPLACE, INC., a Delaware
corporation having its principal location in San Francisco, California (“Company”). Capitalized terms used
and not otherwise defined herein shall have the respective meanings set forth in the Existing Marketing Agreement (as defined
below).


RECITALS


WHEREAS,
reference is made to that certain Marketing 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
Marketing Agreement”); and


 


WHEREAS,
the Parties desire to amend the Existing Marketing 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 Company mutually
agree as follows:


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


“This
Agreement shall begin on the Effective Date and end on February 1, 2022, unless this Agreement is earlier terminated in accordance
with the provisions hereof (the “Term”). Not later than ninety (90) days prior to the end of the Term, the parties
shall discuss the potential expiration or extension of the Agreement.”


2.            Schedule
40 to the Existing Marketing Agreement is amended by deleting the existing text and inserting in lieu thereof the text set
forth in Exhibit A to this Amendment.



    	 



    	 



    




3.            Miscellaneous.



		(a)	Effect
                                         of Amendment. Except as expressly amended and/or superseded by this Amendment, the
                                         Existing Marketing Agreement shall remain in full force and effect. This Amendment shall
                                         not constitute an amendment or waiver of any provision of the Existing Marketing Agreement,
                                         except as expressly set forth herein. Upon the Amendment Effective Date, or as otherwise
                                         set forth herein, the Existing Marketing 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 Marketing Agreement; however,
                                         such amendments and supplements shall not operate so as to render invalid or improper
                                         any action heretofore taken under the Existing Marketing Agreement. In the event of any
                                         inconsistency between this Amendment and the Existing Marketing 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 Marketing Agreement
                                         shall be deemed to mean the Existing Marketing Agreement 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]




    	-2-



    	 



    

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:  	  	 
	 	Name:
	 	Title:
	 	 





 


 [Signature
Page to Third Amendment to Marketing Agreement]




    	 



    	 



    




PROSPER
MARKETPLACE, INC.











	By:  	  	 
	 	Name:
	 	Title:
	 	 




 


[Signature
Page to Third Amendment to Marketing Agreement]




    	 



    	 



    

Exhibit
A


Schedule
40

Minimum Obligations


		(a)	Subject
                                         to the [***] requirements set forth in subclause (b) below, Bank shall have the exclusive
                                         right to be the originating bank on [***] that are marketed or serviced by Company or
                                         its Affiliates (“Exclusivity Right”); provided, that, the Exclusivity Right
                                         shall not extend to (A) programs administered by Company [***], or (B) [***].



		(b)	The
                                         Exclusivity Right shall terminate in its entirety in the event Bank [***] (as defined
                                         below) [***] during the Term, unless [***], in which case, Bank shall retain its Exclusivity
                                         Right. [***] means the [***] of (A) [***] or (B) [***] of the [***] through [***] (the
                                         “[***]”). Promptly following a request by Bank, Prosper shall notify Bank
                                         of its [***]. If a Party reasonably anticipates that the [***] is likely to materially
                                         [***] (based, for example, on [***]), such Party shall notify the other Parties and the
                                         Parties shall cooperate to revise the [***] to anticipate such material [***].



		(c)	Bank
                                         may designate the [***] of the [***] that Bank will [***], including the [***], following
                                         good faith discussions with Company regarding such [***], and Bank shall use commercially
                                         reasonable efforts to minimize any material and adverse disruption to the Program’s
                                         [***]. For purposes of the [***] Product (as defined in the [***]) shall be excluded
                                         from both the [***].



		(d)	During
                                         the period prior to [***], if Company desires to market or service [***], Company shall
                                         provide written notice to Bank and Company shall give Bank a right of first refusal to
                                         be the issuer for such other products (the “ROFR”). Bank shall have [***]
                                         after the date of the Company’s notice (or, if later, the provision of sufficient
                                         due diligence information to enable Company to evaluate the opportunity) to exercise
                                         the ROFR by providing written notice to Company, and shall engage in good faith discussions
                                         with Company regarding Bank being the issuer for such products.



		(e)	During
                                         the [***], if Company desires to market or service any financial products or services
                                         other than [***], Company will notify Bank of such products and permit Bank to make a
                                         proposal to serve as the creditor of such products, which proposal Company may accept
                                         or reject in its sole discretion.



		(f)	In
                                         the event (i) Company requests an increase to the Program Threshold Amount and Bank rejects
                                         such request, or (ii) Bank exercises its right under Section 6(c) of the Agreement, then
                                         any Loans in excess of the Program Threshold Amount shall not be subject to the Exclusivity
                                         Right.



		(g)	Company
                                         shall (i) cooperate with and bear the expenses of a review of its proprietary credit
                                         model(s) used in connection with the Program, and validation of Company’s proprietary
                                         credit model(s), on a reasonable schedule and on an annual basis, and (ii) cooperate
                                         with such other reviews as may be requested by Bank from time to time in its reasonable
                                         discretion (provided that Bank shall bear the expenses of such other reviews unless such
                                         other reviews are required (1) to follow up on material specific issues identified regarding
                                         the credit model(s), (2) because of Company’s noncompliance with this Agreement,
                                         (3) because of Company’s request for a significant modification of the Program,
                                         or (4) because of changes in Applicable Laws that could reasonably affect the credit
                                         model(s), and for reviews required because of clauses (1) through (4), Company shall
                                         bear the expenses), in each case to be conducted by a third-party review firm that is
                                         selected (considering in good faith input from Company) and engaged by, and reports to,
                                         Bank. The scope of the review (considering in good faith input from Company) shall be
                                         determined by Bank. Bank shall receive all draft and final reports from the review firm
                                         and shall be included in any meetings or correspondence related to the review. The reviewer
                                         shall deliver the final review report to Bank, and Bank shall provide a copy of the report
                                         to Company. Company may not share the report with any other Person without the consent
                                         of Bank, except that Company shall be entitled to share such report in a form that does
                                         not identify Bank if Company has paid for such report. Bank shall use reasonable efforts
                                         to coordinate and, to the extent practicable, combine any reviews with reviews of other
                                         programs of Bank and Company.