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Who can participate on Prosper?

An individual investor must be a United States resident who is at least 18 years of age, must provide a valid Social Security number and may be required to provide a state driver’s license or state identification card number. An institutional investor must provide a valid Taxpayer Identification number and a copy of its entity formation document. All investors must have a checking or savings bank account and must pass anti-fraud, anti-terrorism and identify verification processes.

Individual investors may also be required to meet suitability requirements established by their state of residence.

Individual investors who are residents of Alaska, Idaho, Missouri, Nevada, New Hampshire, Oregon, Virginia or Washington must meet one or more of the following suitability requirements: (1) have an annual gross income of at least $70,000 and a net worth (exclusive of home, home furnishings, and automobile) of at least $70,000; or (2) have a net worth (determined with the same exclusions) of at least $250,000. In addition, no investor located in these states may purchase Notes in an amount in excess of 10% of the investor’s net worth, determined exclusive of home, home furnishings, and automobile. For investors located in Oregon, the Oregon Division of Finance and Corporate Securities further requires that an investor’s total investment in Notes and similar offerings by Prosper or Prosper’s affiliates not exceed 10% of the investor’s net worth.

Individual investors who are residents of California must meet one or more of the following suitability requirements: (1) the total amount of Notes purchased by the investor must not exceed 10% of the investor’s net worth; and (2) for investors who purchase more than $2,500 of Notes, (a) the investor must have had a minimum gross income of $85,000 during the last tax year and will have (based on a good faith belief) a minimum gross income of $85,000 during the current tax year; or (b) the investor must have a minimum net worth (exclusive of homes, home furnishings, and automobiles) of $200,000 individually or $300,000 together with the investor’s spouse.

For individual investors who are residents of Maine,  the Maine Office of Securities recommends that an investor’s aggregate investment in Notes and similar offerings by Prosper and Prosper’s affiliates not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

For purposes of the above suitability requirements, except as otherwise noted, an investor and his or her spouse are considered to be a single person. In addition, the following definitions apply:

Annual gross income means the total amount of money you earn each year, before deducting any amounts for taxes, insurance, retirement contributions or any other payment or expenses.

Net worth means the total value of all your assets, minus the total value of all your liabilities. The value of an asset is equal to the price at which you could reasonably expect to sell it. In calculating net worth, an investor should only include assets that are liquid, meaning assets that consist of cash or something that could be quickly and easily converted into cash, such as a publicly-traded stock. An investor shouldn’t include any illiquid assets, such as homes, home furnishings or cars.

Net investment means the principal amount of Notes purchased, minus principal payments received on the Notes.

Please refer to the Prospectus for additional information.

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