Prosper Marketplace Inc. entered into a warrant agreement with Colchis Capital Management LP pursuant to which Colchis agreed to terminate the parties' supplementary agreement and waive all rights under such agreement, among other things.

Under the warrant agreement, Prosper Marketplace issued to Pinecone Investments LLC, a Colchis Capital affiliate, a warrant to purchase 20,267,135 of Prosper Marketplace's series E preferred stock at an exercise price of 1 cent per share. The warrant is immediately exercisable by paying in cash the full purchase price payable in respect of the number of shares purchased.

The warrant has a term of 10 years. The number of shares underlying the warrant may be adjusted following certain events such as stock splits, dividends, reclassifications and certain other Prosper Marketplace issuances.