WARRANT PURCHASE AGREEMENT
This Warrant Purchase Agreement (this “Agreement”) is made and entered into as of May 20, 2024, (the “Effective
Date”) by and between BRRR, LLC, a Delaware limited liability company (“Purchaser”) and Mint Capital Advisers Ltd., a Bahamian limited liability company (“Seller”). Xxxxxxx Xxxx Xxxxx Xxxxxx
& Xxxxx, LLP, a Florida limited liability partnership shall serve as escrow agent (the “Escrow Agent”).
The parties hereby agree as follows:
1. Sale and Purchase of Warrants. Subject to the terms and conditions of this Agreement, Xxxxxx agrees to sell, assign and transfer at the Closing (as defined below) and the Purchaser agrees to purchase the amount of warrants of LM Funding America, Inc., a Delaware corporation (the “Company”) all of Seller’s warrants in the Company at the purchase price of $0.265 per warrant (“Purchase Price”). Seller has 673,333 warrants in the Company and the total Purchase Price is $178,333.25.
2. Closing; Escrow.
2.1 Deliveries by Seller.
Seller shall hereby deliver to the Escrow Agent an executed copy of this Agreement and the form written warrant assignment attached to this Agreement as Exhibit A. The Company shall accept and approve the assignment in writing.
2.2 Deliveries by Purchaser. Purchaser
hereby delivers to the Escrow Agent: (a) an executed copy of this Agreement; and (b) the Purchase Price.
2.3 Closing. Upon written confirmation
by Xxxxxxxxx and Seller, the Escrow Agent will release signatures of all parties and transfer the Purchase Price to Seller.
2.4 Further Assurances. Seller and
Purchaser hereby agree to take such steps and to direct their respective brokers or agents to take such steps as may be required to effectuate the purchase and sale of the warrants contemplated by this Agreement.
3. Representations and warranties
of Seller. Seller represents and warrants to Purchaser as follows.
3.1 Authority. Seller
has full power and authority to enter into this Agreement. This Agreement to which Seller is a party, when executed and delivered by Seller, will constitute valid and legally binding obligations of the Seller, enforceable against Seller in accordance
with their terms.
3.2 No Conflicts.
Seller’s execution and delivery of this Agreement does not, and performance of the transactions contemplated hereby will not: (a) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or
provisions of any agreement, document or instrument to which Seller is a party or by which Seller is bound, or (b) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local
administrative agency or commission or any governmental authority or instrumentality applicable to Seller.
3.3 Consents. All
consents, approvals, authorizations and orders required for the execution and delivery of this Agreement and the transfer of the warrants under this Agreement have been obtained and are in full force and effect.
3.4 Title to Warrants.
Seller owns, of record and beneficially, all of the amount of warrants of the Company it is selling to Purchaser, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever. Upon purchase of the warrants
pursuant to this Agreement, Purchaser shall receive good and marketable title to the warrants, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever.
3.5 Book Entry. Seller
acknowledges that the warrants were issued in book-entry only form, and that no physical certificates representing the warrants exist.
3.6 Transfer for Own Account.
Seller is selling the warrants solely for financial reasons and not with a view to, or for sale in connection with, a further distribution of the warrants.
3.7 No General Solicitation.
At no time has Purchaser presented any Seller with or solicited Seller through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the transfer of the
warrants.
3.8 Non-Reliance. Seller
is acting for its own account and has made his own independent decisions to enter into this Agreement and as to whether the sale of the warrants is appropriate or proper for Seller based on and upon advice from such advisors as Seller has deemed
necessary, including, without limitation, legal counsel. Seller acknowledges that it is not relying on any communication (written or oral) from Purchaser as investment advice or as a recommendation to enter into this Agreement; it being understood
that information and explanations related to the implementation of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement.
4. Representation and Warranties of Purchaser. Purchaser represents and warrants to Seller as
follows:
4.1 Status. Purchaser
has full legal right, power and authority to enter into and perform its obligations under this Agreement and to purchase the Warrants under this Agreement.
4.2 No Conflicts.
Purchaser’s execution and delivery of this Agreement does not, and performance of the transactions contemplated hereby will not: (a) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions
or provisions of any agreement, document or instrument to which Purchaser is a party or by which Purchaser is bound, or (b) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local
administrative agency or commission or any governmental authority or instrumentality applicable to Purchaser.
4.3 Binding Agreement.
This Agreement is a legal, valid and binding agreement of Purchaser enforceable against him in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights
generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.
5. Miscellaneous.
5.1 Governing Law; Jurisdiction.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflicts of laws principles thereof to the extent that the general application of the laws of another jurisdiction would be
required thereby. The parties hereto hereby irrevocably submit to sole and exclusive jurisdiction for any claims arising hereunder shall be in Hillsborough County, Florida or in the United States District Court, Middle District of Florida, Tampa
Division.
5.2 Entire Agreement; Amendment.
The exhibits and appendices referenced or attached hereto are incorporated herein as if fully set forth in the Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement, and supersede all prior
agreements, representations, warranties and undertakings, both written and oral, between the parties with respect to the subject matter hereof. Amendments or additions to this Agreement may be made only upon a mutually agreed documentation between
the parties.
5.3 Waivers. No waiver
of any provision hereof, or consent required hereunder, or any consent or departure from this Agreement, shall be valid or binding unless expressly and affirmatively made in writing and duly executed by the party to be charged with such waiver. No
waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent default, either of similar or different nature, unless expressly so stated in such writing. No course of dealing, nor any failure or delay in
exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of that or any other right.
5.4 Survival of Representations and
Warranties. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the execution and delivery of this Agreement and the closing and the consummation of the transactions contemplated hereby.
5.5 Successors and Assigns.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
5.6 Severability. In the
event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected.
5.7 Counterparts; Electronic
Signatures. This Agreement may be executed and delivered (including by facsimile transmission or .pdf) in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement. Each party agrees that electronic signatures, whether digital or encrypted, of the parties are intended to authenticate this writing and to have the same force
and effect as manual signatures.
[Signature Page Follows]
IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be executed by its duly authorized officers and Seller has executed this
Agreement, as of the Effective Date.
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SELLER:
Mint Capital Advisors, Ltd.
By:_______________________________
__________________________________
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PURCHASER:
BRRR, LLC, a Delaware limited liability company
By:_______________________________
__________________________________
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Exhibit A
ASSIGNMENT
Mint Capital Advisors, Ltd., a Bahamian limited liability company
To
BRRR, LLC, a Delaware limited liability company
(To assign the foregoing warrant, execute this form and supply required information. Do not use this form to
purchase shares.)
FOR VALUE RECEIVED, the foregoing warrant and all rights evidenced thereby are hereby assigned to:
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Name:
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_____________________________________
(Please Print)
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Address:
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_____________________________________
(Please Print)
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Phone Number:
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_____________________________________
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Email Address:
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_____________________________________
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Dated:
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Holder’s Signature:
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_____________________________________
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Holder’s Address:
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_____________________________________
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Acceptance and Approval of Assignment:
LM Funding America, Inc., a Delaware corporation
_____________________________________
By:
