0001493152-15-005201 Sample Contracts

FORM OF WARRANT AGENCY AGREEMENT
Warrant Agreement • November 6th, 2015 • IEG Holdings Corp • Personal credit institutions • New York

THIS WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) is made as of [●], 2015 (the “Issuance Date”), between IEG Holdings Corporation, a Florida corporation, with offices at 6160 West Tropicana Avenue, Suite E-13, Las Vegas, Nevada 89103 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, NY 11598 (the “Warrant Agent”).

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Form of Representative’s Warrant Agreement
IEG Holdings Corp • November 6th, 2015 • Personal credit institutions • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

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