Exhibit

We consent to the incorporation by reference in the Registration Statements (Nos. 333-213141, 333-210715, 333-204079 and 333-203532) on Form S-8 of our report dated March 17, 2017 relating to the consolidated financial statements of Prosper Marketplace, Inc. and subsidiaries, and our report dated March 17, 2017 relating to the consolidated financial statements of Prosper Funding LLC (a wholly owned subsidiary of Prosper Marketplace, Inc.) and subsidiary (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to certain related party transactions with its parent, Prosper Marketplace, Inc.) appearing in this Annual Report on Form 10-K of Prosper Marketplace, Inc. and Prosper Funding LLC for the year ended December 31, 2016.