Exhibit 10.3







 





[***] 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


FIRST
AMENDMENT TO

STAND BY PURCHASE AGREEMENT


This
FIRST AMENDMENT TO STAND BY PURCHASE 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 Asset Sale Agreement
(as defined below).


RECITALS


WHEREAS,
reference is made to that certain Stand By Purchase 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
Stand By Purchase Agreement”); and


 


WHEREAS,
the Parties desire to amend the Existing Stand By Purchase Agreement to provide for certain revised 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
31 of the Existing Stand By Purchase Agreement is amended by deleting the existing text of subsection 31(a) and inserting
in lieu thereof the following new text:


“PMI
shall provide Bank with cash collateral to secure all PMI’s obligations under the Program Documents, which Bank shall deposit
in a deposit account (“Collateral Account”) at Bank. The Collateral Account shall be a deposit account at Bank, segregated
from any other deposit account of PMI or Bank, that shall hold only the funds provided by PMI to Bank as collateral. At all times,
PMI shall maintain funds in the Collateral Account equal to the Required Balance (as defined below). The Required Balance shall
be calculated monthly as of the first day of each calendar month during the Term. In the event the actual balance in the Collateral
Account is less than the Required Balance, PMI shall, within [***] following notice of such deficiency, make a payment into the
Collateral Account in an amount equal to the difference between the Required Balance and the actual balance in such account. In
this Agreement, “Required Balance” means [***].



    	 



    	 



    




2.            Miscellaneous. 


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 Except as expressly amended and/or superseded by this Amendment, the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




    	-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 First Amendment to Stand By Purchase Agreement]









    	 



    	 



    




PROSPER
MARKETPLACE, INC.









	By:  	  	 
	 	Name:
	 	Title:
	 	 



[Signature
Page to First Amendment to Stand By Purchase Agreement]