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PROSPER MARKETPLACE INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement

May 6, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On May 1, 2014, Prosper Marketplace, Inc. ("PMI") entered into a Stock Purchase Agreement (the "Purchase Agreement") with several investors (collectively, the "Share Purchasers"), pursuant to which, PMI agreed to issue and sell to such Share Purchasers 4,880,954 shares of PMI's Series C Preferred Stock (the "Shares") for an aggregate purchase price of $70 million.

Under the terms of the Shares, the Share Purchasers will have the right to convert the Shares into common stock at any time. In addition, the Shares will automatically convert into common stock (i) immediately prior to the closing of an IPO that values PMI at least at $750 million and that results in aggregate proceeds to PMI of at least $100 million or (ii) upon a written request from the holders of at least 60% of the voting power of the outstanding Preferred Stock (on an as-converted basis) including at least 14% of the voting power of the outstanding Series A-1 Preferred Stock. In lieu of any fractional shares of common stock to which a holder would otherwise be entitled, PMI will pay such holder cash in an amount equal to the fair market value of such fractional shares, as determined by PMI's board of directors. At present, the Series C Preferred Stock converts into PMI common stock at a 1:1 ratio.

Prior to entering into the Purchase Agreement, there was no material relationship between PMI and any of the Share Purchasers, except that Rajeev Date, a member of PMI's Board of Directors, is the managing partner of FS Venture Capital LLC. --------------------------------------------------------------------------------


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Source: Edgar Glimpses


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