0001077048-06-000389 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

Registration Rights Agreement (the “Agreement”), dated as of July 28, 2006 by and between LitFunding Corp., a Nevada corporation (the “Company”), and Imperial Capital Holdings, a limited liability company (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • August 4th, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

THIS INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of the 28st day of July, 2006, by and between LitFunding Corp., a Nevada corporation with headquarters located at 6375 S. Pecos Rd., Suite 217, Las Vegas, Nevada 89120 (the "Company"), and Imperial Capital Holdings, LLC. (the "Investor").

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 4th, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

The undersigned, LitFunding Corp., a Nevada corporation (the “COMPANY”), hereby agrees with Brewer Financial Services, LLC an Illinois limited liability company (the “PLACEMENT AGENT”) and Imperial Capital Holdings, a Nevis limited liability company (the “INVESTOR”) as follows:

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