REGISTERED BORROWER LOAN AGREEMENT

Exhibit 10.1

REGISTERED BORROWER LOAN AGREEMENT

This Registered Borrower Loan Agreement (this “Agreement”) is made and entered into between you and IOU Central Inc. (“IOU Central,” “we” or “us”). “You” as used in this Agreement refers to you as a registered borrower.

This Agreement governs the registered borrower loan you will obtain through our Internet-based loan marketplace (the “loan marketplace”) if you choose to accept bids on your posting, either manually or using the Auto-Fund feature of the loan marketplace. As described in the Borrower Registration Agreement, your registered borrower loan will be funded by us with the proceeds of Borrower Payment Dependent Notes (the “Notes”) purchased by registered lenders that are designated to fund your corresponding registered borrower loan. You should read this Agreement carefully and print a copy for your records.

By signing electronically below, you agree to (i) comply with the terms and provisions of this Agreement, (ii) borrow and repay your registered borrower loan, (iii) transact business with us electronically, and (iv) have any dispute with us resolved by binding arbitration.

1. Registered Borrower Loan Terms . Your registered borrower loan will have a principal balance between $1,000 and $25,000, in the specific amount of registered lender bids you receive on your posting and accept, either manually or using the Auto-Fund feature of the loan marketplace. However, in no event will the principal amount of your registered borrower loan exceed the maximum loan amount determined by our automated underwriting process. Your registered borrower loan will have a fixed interest rate and a fixed term of one, two or three years, as determined by you and set forth in your posting. The fixed interest rate will be a blended rate based on the weighted average of the principal amount and interest rate set forth in registered lender bids accepted by you for your registered borrower loan. You may prepay your registered borrower loan at any time without penalty. In the event of a partial prepayment, we will reduce the outstanding principal balance of your registered borrower loan by the amount of the partial prepayment but we will not recalculate your amortization schedule. This means that your monthly payment will remain the same and your registered borrower loan will be repaid prior to the original maturity date. Your obligations, including your obligation to repay principal and interest, are set forth in this Agreement and in the promissory note you will make to us as described in Section 2 .

For additional information regarding the terms of your registered borrower loan, please see the disclosures provided to you at [LINK TO DISCLOSURES].

2. Registered Borrower Loan Funding and Closing . Your registered borrower loan will be funded by us with the proceeds of Notes purchased by registered lenders that correspond to your registered borrower loan. As described in the Borrower Registration Agreement, registered lenders bid the amount they are willing to commit to the purchase of a Note that is dependent for payment on payments we receive on your registered borrower loan and the interest rate they are willing to accept. A “bid” is a registered lender’s commitment to purchase a Note from us in the principal amount and at the interest rate set forth in the registered lender’s bid. For a detailed description of the Notes, please refer to the Prospectus which is available at [LINK TO PROSPECTUS].

You acknowledge that a registered lender’s bid is a commitment to purchase a Note from us corresponding to all or a portion of your registered borrower loan and does not confer any rights to you. You understand that individual registered lenders make their own decisions whether to make a bid on your posting and commit funds to purchase a Note from us. We may also participate in the loan marketplace as a registered lender and may make bids on postings, but we are not obligated to do so.

You acknowledge that if you accept bids reflecting full or partial funding of your registered borrower loan, either manually or using the Auto-Fund feature of the loan marketplace, you will execute and be bound by the terms set forth in the form of non-negotiable promissory note attached as Exhibit A to this Agreement. You agree to execute multiple promissory notes if we request you to do so, provided that the aggregate principal amount of such promissory notes will equal the total amount of your registered borrower loan. If you elect to Auto-Fund your registered borrower loan, we will execute the related promissory note on your behalf pursuant to the power of attorney granted to us in Section 5 .

You authorize us to disburse registered borrower loan proceeds to you by crediting your IOU Central account that was created during the new user registration process. At your request, we will transfer available funds from your IOU Central account to your designated and verified bank account by Automated Clearing House (“ACH”) transfer.

BY ELECTRONICALLY SIGNING THIS AGREEMENT, YOU ARE COMMITTING TO OBTAIN A REGISTERED BORROWER LOAN FROM US IN THE AMOUNT AND ON THE TERMS SET FORTH IN THIS AGREEMENT AND THE RELATED PROMISSORY NOTE, AND THE DISCLOSURES PROVIDED TO YOU IN CONNECTION WITH YOUR REGISTERED BORROWER LOAN. YOU HAVE NO RIGHT TO RESCIND THE REGISTERED BORROWER LOAN ONCE MADE BUT YOU MAY PREPAY THE REGISTERED BORROWER LOAN AT ANY TIME WITHOUT PENALTY.

WE WILL NOT DISBURSE ANY PROCEEDS TO YOU FOR YOUR REGISTERED BORROWER LOAN UNLESS AND UNTIL SUFFICIENT PROCEEDS ARE RECEIVED BY US FROM REGISTERED LENDERS PURCHASING NOTES CORRESPONDING TO YOUR REGISTERED BORROWER LOAN.

3. Making Your Registered Borrower Loan Payments . Unless you elect to make payments by check (or otherwise), you authorize us and our successors and assigns to debit your designated bank account by ACH transfer for the amount of each payment of principal and interest due on each due date pursuant to the authorization attached as Exhibit B to this Agreement. This authorization does not affect your obligation to pay when due all amounts payable on your registered borrower loan, whether or not there are sufficient funds therefore in such bank account. The foregoing authorization is in addition to, and not in limitation of, any rights to setoff we may have as described in Section 16 of the Borrower Registration Agreement. With regard to payments made by automatic withdrawal, you have the right to stop payment of automatic withdrawals or revoke your prior authorization for automatic

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withdrawals by notifying your financial institution at least three banking days before the schedule date of transfer. You must notify us of the exercise of your right to stop a payment or revoke your authorization for automatic withdrawals at least three banking days before the scheduled date of transfer. All payments are to be applied first to the payment of all fees, expenses and other amounts due (excluding principal and interest), then to accrued interest, and then to outstanding principal, provided that after an Event of Default (as defined below), payments will be applied to your obligations as we determine in our sole discretion.

If you elect to make payments by check (or otherwise) of principal and interest due on each due date, we will charge you a $10 check processing fee for each such payment.

4. Fees . As provided in the Borrower Registration Agreement, we will deduct a non-refundable origination fee from the proceeds of your registered borrower loan, so the loan proceeds delivered to you will be less than the full amount of your registered borrower loan. You acknowledge that the origination fee will be considered part of the principal on your registered borrower loan and is subject to the accrual of interest. In addition, you agree to pay a fee of $15 (or, if less, the maximum amount permitted by the state in which you reside) if ACH transfers or checks are returned or fail due to insufficient funds in your bank account or for any other reason. Each attempt to collect a payment is considered a separate transaction, so an unsuccessful payment fee will be assessed for each failed attempt. The financial institution that holds your bank account may assess its own fee in addition to the fee we assess. If any payment is more than 15 days late, we may charge a late fee in an amount equal to the greatest of 5.0% of the outstanding payment, or $15 (or, if less, the maximum amount permitted by the state in which you reside). We will charge only one late fee on each late payment. The fees may be collected using ACH transfers initiated by us from your designated bank account. Any such late fee assessed is immediately due and payable. Any payment received after 6:00 p.m. (New York City time) on a banking day is deemed received on the next succeeding banking day.

In addition, if you elect to make payments by check (or otherwise) of principal and interest, we will charge you a $10 check processing fee as described in Section 3 .

5. Power of Attorney . As a condition to using the Auto-Fund feature of the loan marketplace, you hereby grant us a limited power of attorney and appoint us and/or our designees as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to complete and execute a promissory note representing in the aggregate the total principal amount you accept and the terms of each registered borrower loan made to you by us in accordance with the disclosure made to you about such registered borrower loan (see the disclosures at [LINK TO DISCLOSURES]), with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such power as fully to all intents and purposes as you might or could do in person (“Power of Attorney”). This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the earlier of (a) the execution of the promissory note by us on your behalf or (b) the termination or expiration of your posting on the loan marketplace. You may revoke the Power of Attorney at any time before the promissory note is executed on your behalf and the funds representing your registered borrower loan proceeds are transferred

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to your designated account by contacting us in accordance with Section 10 . Once the promissory note has been signed by us acting as your attorney-in-fact, however, it is deemed executed on your behalf and shall be your valid and binding obligation thereafter. If you elect to use the Auto-Fund feature of the loan marketplace and you revoke the Power of Attorney prior to execution of the promissory note, we will be unable to proceed with processing your registered borrower loan request and your pending registered borrower loan will be considered withdrawn. In such event, we will remove any postings you have made on the loan marketplace for which you have elected to use the Auto-Fund feature of the loan marketplace, and you may be prohibited from making additional postings in the future in our sole discretion.

6. Other Registered Borrower Obligations . You agree that you will not, in connection with your participation as a registered borrower on the loan marketplace, including, without limitation, in connection with your registered borrower loan, (a) make any false, misleading or deceptive statements or omissions of material fact, (b) misrepresent your identity or describe, present or portray yourself as a person other than yourself, (c) give to or receive from, or offer or agree to give to or receive from, any registered lender or other person any fee, bonus, additional interest, kickback or thing of value of any kind in exchange for such person’s bid, recommendation, or offer or agreement to bid on or recommend your posting, (d) represent yourself to any person as a representative, employee, or agent of ours, or purport to speak to any person on our behalf, or (e) provide in your posting or in communications on the loan marketplace related to your posting, information upon which a discriminatory lending decision may be made, such as your race, color, religion, national origin, sex or age. You acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide to us. In addition, you certify that the proceeds of your registered borrower loan will not be used for the purpose of purchasing or carrying any securities or to fund any illegal activity.

7. Loan Servicing . You acknowledge and agree that we shall serve as the loan servicer for any and all registered borrower loans you receive but that we may delegate servicing to another entity. As loan servicer, we will administer and collect on your registered borrower loans. We will maintain the promissory note representing your registered borrower loan in electronic form and will make such promissory note available to you for review on the loan marketplace.

8. Default and Termination . You will be deemed to be in default on your registered borrower loan if you (a) fail to pay timely any amount due on your registered borrower loan, (b) file or have instituted against you any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors, (c) die, (d) commit fraud or make any material misrepresentation in this Agreement and the related promissory note, your loan request, or any other documents, applications or related materials delivered to us in connection with your registered borrower loan, or (e) fail to abide by the terms of this Agreement (each, an “Event of Default”).

Upon the occurrence of an Event of Default, we may exercise all remedies available to us under applicable law and this Agreement and the related promissory note, including, without limitation, (i) demand that you immediately pay all amounts owed on your registered

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borrower loan obtained pursuant to this Agreement, and (ii) terminate this Agreement. Notwithstanding the preceding sentence, any registered borrower loans that you obtain prior to the effective date of termination of this Agreement resulting from other postings you make on the loan marketplace shall remain in full force and effect in accordance with their terms.

9. Collection and Reporting Delinquent Registered Borrower Loans . We reserve the right to report registered borrower loan payment delinquencies in excess of 30 days to one or more consumer reporting agencies in accordance with applicable law.

10. Communications . You agree not to communicate with registered lenders who purchase Notes that are dependent for payment on payments we receive on your corresponding registered borrower loan except anonymously and publicly through your posting on the loan marketplace. Subject to Section 18 , you agree to send any inquiries, requests for deferment or forbearance, or other communications regarding your registered borrower loan, including any revocation of the power of attorney set forth in Section 5 , by e-mail to customersupport@ioucentral.com, or by regular mail to IOU Central Inc., 1255 Roberts Boulevard, Suite 116, Kennesaw, GA 30144, Attention: Operations Department.

11. Authority . You warrant and represent that you have the legal competence and capacity to execute and perform this Agreement.

12. Privacy Notice . The IOU Central Privacy Notice attached as Exhibit C to this Agreement is incorporated by reference into this Agreement.

13. NO GUARANTEE . WE DO NOT WARRANT OR GUARANTEE THAT WE WILL RECEIVE SUFFICIENT PROCEEDS FROM REGISTERED LENDERS PURCHASING NOTES CORRESPONDING TO YOUR REGISTERED BORROWER LOAN TO FULLY FUND YOUR REGISTERED BORROWER LOAN.

14. NO WARRANTIES . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

15. LIMITATION ON LIABILITY . THIS AGREEMENT IS FULLY SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF USE OF THE LOAN MARKETPLACE AND THE POLICIES POSTED ON THE LOAN MARKETPLACE, AS MAY BE AMENDED BY US IN OUR SOLE DISCRETION (THE “IOU CENTRAL TERMS AND CONDITIONS”).

16. Entire Agreement . This Agreement and any related promissory note represent the entire agreement between you and us regarding the subject matter hereof and supersede any and all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us with respect to your registered borrower loan.

17. CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES . THIS AGREEMENT IS FULLY SUBJECT TO YOUR CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN EXHIBIT D ATTACHED TO THE BORROWER REGISTRATION AGREEMENT, AND THE IOU CENTRAL TERMS AND CONDITIONS.

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18. Notices . You agree that we can send you any and all notices and other communications related to this Agreement and your registered borrower loan by sending an e-mail to your registered e-mail address or posting the notice or communication to the loan marketplace, and notice or communication shall be deemed to have been duly given and effective when we send it or post it on the loan marketplace. You acknowledge that you have sole access to the registered e-mail account and your “My IOU” page on the loan marketplace and that communications from us may contain sensitive, confidential and collections-related communications. If your registered e-mail address changes, you must notify us immediately of the change by sending an e-mail to customersupport@ioucentral.com, or by calling 1-866-217-8564. You also agree to promptly update your registered address and telephone number on the loan marketplace if they change.

19. Miscellaneous . The parties acknowledge that there are no third party beneficiaries to this Agreement. You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section 19 shall be null and void. This Agreement shall be governed by the laws of the State of Delaware without regard to any principle of conflict of laws that would require or permit the application of the laws of any other jurisdiction. Any waiver of a breach of any provision of this Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time after the date of this Agreement any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Agreement.

20. Arbitration .

(a) Either party to this Agreement, or IOU Central at its sole election, may require that the sole and exclusive forum and remedy for resolution of a Claim (as defined below) be final and binding arbitration pursuant to this Section 20 (the “Arbitration Provision”), unless you opt-out as provided in Section 20(b) below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of this Agreement, any loan request, posting or promissory note, the loan marketplace, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including, without limitation (except to the extent provided otherwise in the last sentence of Section 20(f) below), the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract, tort (intentional or otherwise), a constitution, statute, common law, or principles of equity, or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

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(b) You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to IOU Central Inc., 1255 Roberts Blvd. Suite 116, Kennesaw, GA 30144, Attention: Operations Department, that is received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration, identify the Agreement to which it applies by date, provide your name, address, and social security number, and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf.

(c) The party initiating arbitration shall do so with the American Arbitration Association (AAA) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

(d) If we elect arbitration, we shall pay all of the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary in this Arbitration Provision.

(e) Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.

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(f) We agree not to invoke our right to arbitrate an individual Claim you may bring in small claims court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party, or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 20(f) , and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 20(f) shall be determined exclusively by a court and not by the administrator or any arbitrator.

(g) This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

(h) This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or IOU Central, (ii) the bankruptcy or insolvency of any party or other person, and (iii) any transfer of any registered borrower loan or promissory note which you owe, or any amounts owed on such loans or notes, to any other person or entity. If any portion of this Arbitration Provision other than Section 20(f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 20(f) are finally adjudicated pursuant to the last sentence of Section 20(f) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

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EXHIBIT A

IOU CENTRAL INC.

FORM OF NON-NEGOTIABLE PROMISSORY NOTE

$                 

             , 200   

For value received, I (“Borrower”) promise to pay to the order of IOU Central Inc., or any subsequent holder (“you” or the “Lender”) of this Promissory Note (the “Note”), the principal sum of $          with interest as set forth below. I intend to be legally bound by this Note. I have read, understood, and agreed to all of the terms of this Note.

Interest. Interest will be charged daily on the unpaid principal until the full amount of principal has been paid. The Borrower will pay interest at a yearly rate of      %. The interest rate required is the rate the Borrower will pay both before and after any default, except to the extent limited by applicable law. Because the Borrower will pay interest on the actual balance each day, the interest the Borrower will pay will be higher if any payments are made later than scheduled, and lower if any payments are made earlier than scheduled.

The Truth in Lending Act disclosures below are incorporated in and made part of this Note.

TRUTH in LENDING ACT

Late Charge: If the Borrower fails to make all or any part of a scheduled installment on or before the 15th day after its scheduled due date, the Lender will charge a late fee in an amount equal to the greater of 5.0% of the outstanding payment or $15 (or, if less, the maximum amount permitted by law in the state where the Borrower resides). See “Fees and Charges” below for more information.

Prepayment: If the Borrower pays the Note early, there will be no penalty. See “Prepayments and Partial Payments” below for more information.

Other Terms: See the other terms and conditions of this Note for additional information about nonpayment, default, the right to accelerate the maturity of the obligation, and prepayment provisions.