exhibit 10. 2 form of lender * registration agreement ( loan commitment, sale and servicing agreement ) * note : your role as a prosper “ lender ” is that of a loan purchaser, and your rights and obligations as a purchaser or prospective purchaser of prosper loans are set forth below. although you are referred to in this agreement and on the prosper website as a “ lender, ” you are not actually lending your money directly to prosper borrowers, but are, instead, making loan purchase commitments and purchasing promissory notes representing loans made by prosper to borrowers. all loans originated through prosper are made to borrowers by prosper marketplace, inc. from its own funds, and then sold and assigned by prosper to the winning bidder or bidders on the listing without recourse to prosper. prosper is the originating lender for licensing and regulatory reasons and is licensed in all states where licensing is required given prosper ’ s current lending criteria, which may change from time to time in its discretion. prosper uses the term “ lender ” instead of “ loan purchaser ” for the sake of brevity and simplicity. this lender registration agreement is made and entered into between you and prosper marketplace, inc. ( “ prosper ” ). 1. registration as a prosper lender. you are registering as a lender in the prosper marketplace, so that you may be eligible to post bids on the prosper website and purchase promissory notes evidencing loans made by prosper following the matching of your bids with listings ( collectively “ notes ” ). you agree to comply with the terms and provisions of this agreement, the terms of use of the prosper website, and the policies posted on the prosper website ( the “ prosper policies ” ), as may be amended from time to time by prosper in its sole discretion ( collectively, the “ prosper terms and conditions ” ). 2. posting of bids. upon registration, you may post bids on borrower listings on the prosper website. “ listings ” are prosper borrowers ’ loan requests that are displayed on the prosper website along with desired loan amount, offered interest rate, borrower credit grade, non - housing debt - to - income ratio, and other credit information from the borrower ’ s credit report, and group affiliation ( if any ). listings also display the borrower ’