THIRD AMENDMENT, CONSENT AND WAIVER

Execution Version

THIRD AMENDMENT, CONSENT AND WAIVER

THIS THIRD AMENDMENT, CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of August 7, 2023, is by and between SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), SeaStar Medical, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SeaStar Medical”), and LM Funding America, Inc. (“LM Funding”). Capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement (defined below).

BACKGROUND

WHEREAS, the Company and the 3i, LP are party to the Securities Purchase Agreement, dated as of March 15, 2023, as amended by the First Amendment to Securities Purchase Agreement, dated as of August 7, 2023 (as so amended, the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell to 3i, LP (i) the Notes (as defined in the Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Purchase Agreement) in accordance with the terms of the Notes and (ii) the Warrants (as defined in the Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in the Purchase Agreement) in accordance with the terms of the Warrants (such transactions, the “Convertible Note Financing”);

WHEREAS, SeaStar Medical and LM Funding are parties to that certain Credit Agreement, dated September 9, 2022 (as amended, the “Credit Agreement”), and that certain Amended and Restated Promissory Note, dated October 28, 2022 (the “Amended and Restated Promissory Note”);

WHEREAS, in connection with the Convertible Note Financing, the Company, SeaStar Medical and LM Funding entered into that Amendment, Consent and Waiver, dated as of March 15, 2023 (the “First Amendment, Consent and Waiver”) and that Second Amendment, Consent and Waiver, dated as of May 12, 2023 (the “Second Amendment, Consent and Waiver” and together with the First Amendment, Consent and Waiver, the “Prior Amendments”), to amend, waive and consent to certain provisions in the Amended and Restated Promissory Note to, among other things, (i) extend the maturity date of the Promissory Note, (ii) waive the prohibition against incurrence of Debt under Section 7.4 of the Credit Agreement, and (iii) amend the mandatory prepayment under Section 3 of the Amended and Restated Promissory Note; and

WHEREAS, in connection with Additional Closings (as defined in the Purchase Agreement) under the Convertible Note Financing, the Company, SeaStar Medical and LM Funding desire to further amend, waive and consent to certain provisions in the Amended and Restated Promissory Note and the Prior Amendments.

NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

1.Waivers.

(a)LM Funding hereby (i) waives its right to receive any mandatory prepayment from SeaStar Medical pursuant to Section 3 of the Amended and Restated Promissory Note insofar as the Company receives any cash proceeds (A) pursuant to the transactions contemplated under the Purchase Agreement, the Notes, the Warrants and the Convertible Note Financing under the First Closing, the Second Closing

DB2/ 46392166.2

and any Additional Closing (each as defined in the Purchase Agreement) and/or (B) from sales of the Company’s Common Stock pursuant to the Common Stock Purchase Agreement, dated as of August 23, 2022, by and between the Company and Tumim Stone Capital LLC, pursuant to which Tumim Stone Capital LLC has committed to purchase up to $100,000,000 of the Company’s Common Stock, as amended from time to time; and (ii) waives any default or event of default that may arise from the non-payment of such cash proceeds received by the Company pursuant to such transactions.

(b)LM Funding and SeaStar Medical hereby agree that notwithstanding anything to the contrary in the Amended and Restated Promissory Note, the Maturity Date will be 91 days after the latest maturity date applicable to any of the Notes issued pursuant to the Purchase Agreement as of any date of determination. LM Funding acknowledges and agrees that notwithstanding anything to the contrary in the Amended and Restated Promissory Note, until the prior satisfaction in full of the obligations evidenced by the Notes, the Maturity Date is not subject to acceleration.

2.Miscellaneous.

(a)This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflict of laws.

(b)Except as specifically modified or amended by the terms of this Agreement, the Amended and Restated Promissory Note and the Prior Amendments and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

(c)This Agreement may be executed in any number of counterparts (including facsimile or PDF counterparts), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

SIGNATURE PAGE FOLLOWS

DB2/ 46392166.2

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first set forth above.

	SEASTAR MEDICAL HOLDING CORPORATION
	By:	/s/Xxxx Xxxxxxxx
	Name:		Xxxx Xxxxxxxx
	Title:		Chief Executive Officer
	SEASTAR MEDICAL, INC.
	By:	/s/Xxxx Xxxxxxxx
	Name:		Xxxx Xxxxxxxx
	Title:		Chief Executive Officer
	LM FUNDING AMERICA, INC.
	By:	/s/Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Chief Financial Officer