0001564590-18-007554 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2018 • Lm Funding America, Inc. • Finance services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2018, is by and among LM Funding America, Inc., a Delaware corporation (the “Company”), and Esousa Holdings LLC, a New York limited liability company (the “Buyer”).

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WARRANT TO PURCHASE COMMON SHARES
Warrant Agreement • April 3rd, 2018 • Lm Funding America, Inc. • Finance services • New York

This Warrant (this “Warrant”) is one warrant, or one of a series of similar warrants, issued pursuant to that certain Securities Purchase Agreement, dated as of even date hereof, by and among the Company and the Purchaser(s) identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”

Senior Convertible Promissory Note
Convertible Note • April 3rd, 2018 • Lm Funding America, Inc. • Finance services • New York

FOR VALUE RECEIVED, LM FUNDING AMERICA, INC., a corporation incorporated and existing under the laws of Delaware (the “Company”), hereby promises to pay to the order of Esousa Holdings LLC or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, redemption or otherwise (in each case in accordance

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 3rd, 2018 • Lm Funding America, Inc. • Finance services • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2018 (the “Effective Date”), is by and among LM Funding America, Inc., a Delaware corporation (the “Company”), and Esousa Holdings LLC, a New York limited liability company (the “Buyer”).

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