SUBSCRIPTION
BOOKLET


 


IEG
HOLDINGS CORPORATION

(OTC PINK: IEGH)


 


SERIES
F 12% PREFERRED STOCK


 


12%
pa yield payable first day of each month from 1st October 2014 less 15%


USA
withholding tax for Australian investors


 


plus


 


31
December 2015 Investor Right to convert to 33.3333 IEGH Common Stock 

for every Series F Preference Share held


 


or


 


31
December 2015 Investor Right to be repurchased by IEGH for $1.00 per share


 






    	 



    	 



    

 


SUBSCRIPTION
AND PURCHASE AGREEMENT


 


FOR


 


IEG
HOLDINGS CORPORATION


 


Series
F 12% Preferred Stock


    





	 	 	 
	 	ALL INFORMATION HEREIN WILL BE TREATED
    CONFIDENTIALLY	 
	 	 	 



 


	 	Investor(s)	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Number
    of Shares	 	50,000
	 	 	 	 
	 	Date
    Signed	 	




 



    	 



    	 



    




 


IMPORTANT:
PLEASE READ CAREFULLY BEFORE SIGNING.


SIGNIFICANT
REPRESENTATIONS ARE CALLED FOR HEREIN.


 


Persons
interested in purchasing shares of IEG HOLDINGS CORPORATION (the “Company”) Series F Preferred Stock must complete
and return this Agreement along with their direct deposit funds to:


 


IEG
HOLDINGS CORPORATION


6160
West Tropicana Avenue


Suite
E-13, Las Vegas, NV 89103


 


Bank
Account Details for Transfer:


 


International:


Wire
Routing Transit Number: 




SWIFT
Code: 




Bank
Name: Wells Fargo Bank




City,
State: San Francisco, CA




Account
Number: 




Title
of Account: Investment Evolution Corporation, 6160 West Tropicana,
Suite E-13, 

Las Vegas Nevada 89103 Phone Number 702 227 5626




 


The
Company is hereby offering 50,000 shares of Series F Preferred Stock of IEG Holdings Corporation (the “Shares”), at
price of $1.00 per Share. The offering price has been established by the Company and is not related to the current market price,
asset value, net worth or any other established criteria of value. The value has been determined arbitrarily by the management
of the Company and not by any third party valuation and, thus, a conflict with respect to such valuation is present and investors
are cautioned accordingly.


 


This
offer is only being made to Non US Persons (as defined below) pursuant to Regulation S under the Securities Act of 1933, as amended
(“Regulation S”).


 


Subject
only to acceptance hereof by the Company, in its sole discretion, the undersigned (the “Purchaser”) hereby subscribes
for the number of Shares and at the aggregate subscription price set forth below.


 


An
accepted copy of this Agreement will be returned to the Purchaser as a receipt, and the Purchaser’s equity ownership information
will be entered into the books and records of the Company by its transfer agent. The Company will deliver the copy of this Agreement,
a receipt of for the Shares within ten (10) days of full acceptance of this Subscription.


 






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Notice
To All Purchasers


 


The
Company is subject to the informational requirements of the OTC Disclosure & News Service. All information contained herein
is qualified in its entirety by the detailed information and financial statements appearing in the Company’s reports filed
at the OTC. The OTC website can be accessed at www.otcmarkets.com.


 


By
signing below, the undersigned acknowledges that the Company is relying upon the accuracy and completeness of the representations
contained herein in complying with its obligations under applicable State and Federal securities laws.


 


	1.	Subscription.
	 	 
		1.1	The
                                         Purchaser, intending to be legally bound hereby, hereby tenders this subscription for
                                         the purchase of 50,000 Shares (the “Shares”) of IEG HOLDINGS CORPORATION,
                                         a Florida corporation (the “Company”), at a price of USD $1.00 per share
                                         of Series F Preferred Stock of the Company.
	 	 	 
		1.2	The
                                         Purchaser will deliver payment in cash directly to the Company, together with completed
                                         copies of all applicable Subscription Documents.
	 	 	 
		1.3	THE
                                         SECURITIES OFFERED HEREBY, AND THE SHARES OF SERIES E PREFFERED STOCK OF IEG HOLDINGS
                                         CORPORATION. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                                         “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES
                                         LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
                                         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES
                                         OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
                                         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                                         EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
                                         TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
	 	 	 
		1.4	The
                                         Purchaser acknowledges that an investment in the Shares is speculative.
	 	 	 
		1.5	The
                                         Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances
                                         that the Company will be able to accomplish any of the goals described in its business
                                         plan. The Purchaser assumes all the obligations and risks of investigating and conducting
                                         due diligence on the matters described in the Company’s business plan.
	 	 	 
		1.6	The
                                         Company intends to use the gross proceeds from the sale of the Shares, for working capital
                                         to accomplish the objectives described in its business plan. There can be no assurances
                                         that the Company will be able to accomplish any of the objectives described in its business
                                         plan.



 






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		1.7	The
                                         Purchaser expressly covenants and agrees that it will reasonably regard and preserve
                                         as confidential any and all information, including but not limited to trade secrets,
                                         marketing and sales information, pertaining to the Company’s business.
	 	 	 
	2.	Representations
                                         and Warranties.
	 	 	 
	 	The
                                         Purchaser hereby represents and warrants to the Company as follows:
	 	 	 
		2.1	The
                                         Purchaser represents and warrants that it is not a “U.S. Person” and is purchasing
                                         in an “offshore transaction” (as defined below), and the Purchaser has truthfully
                                         initialed the category which applies to the undersigned and has truthfully set forth
                                         the factual basis or reason the Purchaser comes within that category. ALL INFORMATION
                                         IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The Purchaser agrees
                                         to furnish any additional information which the Company deems necessary in order to verify
                                         the answers set forth below.
	 	 	 
		2.2	The
                                         Purchaser has either a pre-existing personal or business relationship with the Company
                                         and its officers, directors and controlling persons or by reason of its business or financial
                                         expertise has the capacity to protect its own interest in connection with this transaction.
	 	 	 
		2.3	The
                                         Purchaser is acquiring the securities solely for the Purchasers own account for investment
                                         purposes as a principal and not with a view to resale or distribution of all or any part
                                         thereof. The Purchaser is aware that there are legal and practical limits on the Purchaser’s
                                         ability to sell or dispose of the securities, and, therefore, that the Purchaser must
                                         bear the economic risk of the investment for an indefinite period of time.
	 	 	 
		2.4	The
                                         Purchaser has reached the age of majority (if an individual) according to the laws of
                                         the state in which it resides and has adequate means of providing for the Purchaser’s
                                         current needs and possible personal contingencies and has need for only limited liquidity
                                         of this investment, The Purchaser’s commitment to liquid investments is reasonable
                                         in relation to the Purchaser’s net worth.
	 	 	 
		2.5	The
                                         Purchaser understands that the securities are being offered and sold in reliance on specific
                                         exemptions from the registration requirements of federal and state law and that the representations,
                                         warranties, agreements, acknowledgments and understandings set forth herein are required
                                         in order to determine the applicability of such exemptions and the suitability of the
                                         Purchaser to acquire such securities.
	 	 	 
		2.6	The
                                         Purchaser is not relying on the Company with respect to the tax and other economic considerations
                                         relating to this investment. In regard to such considerations, the Purchaser has relied
                                         on the advice of, or has consulted with, its own personal tax, investment or other advisors.



 






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		2.7	The
                                         Purchaser, if executing this Subscription Agreement in a representative or fiduciary
                                         capacity, has full power and authority to execute and deliver this Subscription Agreement
                                         and each other document included as an exhibit to this Subscription Agreement for which
                                         a signature is required in such capacity and on behalf of the subscribing individual,
                                         partnership, trust, estate, corporation or other entity for whom or which the Purchaser
                                         is executing this Subscription Agreement.
	 	 	 
		2.8	If
                                         the Purchaser is a corporation, the Purchaser is duly and validly organized, validly
                                         existing and in good tax and corporate standing as a corporation under the laws of the
                                         jurisdiction of its incorporation with full power and authority to purchase the securities
                                         to be purchased by it and to execute and deliver this Subscription Agreement.
	 	 	 
		2.9	If
                                         the Purchaser is a partnership, the representations, warranties, agreements and understandings
                                         set forth above are true with respect to all partners in the Purchaser (and if any such
                                         partner is itself a partnership, all persons holding an interest in such partnership,
                                         directly or indirectly, including through one or more partnerships), and the person executing
                                         this Subscription Agreement has made due inquiry to determine the truthfulness of the
                                         representations and warranties made hereby.
	 	 	 
		2.10	If
                                         the Purchaser is purchasing in a representative or fiduciary capacity, the above representations
                                         and warranties shall be deemed to have been made on behalf of the person or persons for
                                         whom the Purchaser is so purchasing.
	 	 	 
		2.11	Within
                                         five (5) days after receipt of a request from the Company, the Purchaser will provide
                                         such information and deliver such documents as may reasonably be necessary to comply
                                         with any and all laws and ordinances to which the Company is subject.
	 	 	 
		2.12	The
                                         Purchaser or its professional advisor has been granted the opportunity to conduct a full
                                         and fair examination of the records, documents and files of the Company, to ask questions
                                         of and receive answers from representatives of the Company, its officers, directors,
                                         employees and agents concerning the terms and conditions of this offering, the Company
                                         and its business and prospects, and to obtain any additional information which the Purchaser
                                         or its professional advisor deems necessary to verify the accuracy of the information
                                         received.
	 	 	 
		2.13	The
                                         securities were not offered to the Purchaser through an advertisement in printed media
                                         of general and regular circulation, radio or television.
	 	 	 
		2.14	The
                                         Purchaser has relied completely on the advice of, or has consulted with, its own personal
                                         tax, investment, legal or other advisors and has not relied on the Company or any of
                                         its affiliates, officers, directors, attorneys, accountants or any affiliates of any
                                         thereof and each other person, if any, who controls any thereof, within the meaning of
                                         Section 15 of the Securities Act, except to the extent such advisors shall be deemed
                                         to be as such.



 



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		2.15	If
                                         the Purchaser has consulted a purchaser representative (“Purchaser Representative”)
                                         to evaluate the merits and risks of the undersigned’s investment in the securities,
                                         the Purchaser Representative has completed a Purchaser Representative Questionnaire in
                                         the form supplied to him. The Purchaser or the Purchaser Representative has been granted
                                         the opportunity to examine documents and files, to ask questions of and receive answers
                                         from representatives of the Company, its officers, directors, employees and agents concerning
                                         the terms and conditions of the Offering, the Company and its business and prospects,
                                         and to obtain any additional information which the Purchaser or the Purchaser Representative
                                         deems necessary to verify the accuracy of the information received.
	 	 	 
		2.16	The
                                         Purchaser either alone or with its Purchaser Representative has such knowledge and experience
                                         in financial and business matters that it is capable of evaluating the merits and risks
                                         of the prospective investment.
	 	 	 
		2.17	Purchaser:
	 	 	 
		(a)
                                         is not a “US Person” which is defined as:



 


	 	(i)
                                         Any natural person resident in the United States (as defined below);
	 	 
	 	(ii)
                                         Any partnership or corporation organized or incorporated under the laws of the United
                                         States;
	 	 
		(iii)
                                         Any estate of which any executor or administrator is a US Person;
	 	 
		(iv)
                                         Any trust of which any trustee is a US Person;
	 	 
		(v)
                                         Any agency or branch of a foreign entity located in the United States;
	 	 
	 	(vi)
                                         Any non-discretionary account or similar account (other than an estate or trust) held
                                         by a dealer or other fiduciary for the benefit or account of a US Person;
	 	 
	 	(vii)
                                         Any discretionary account or similar account (other than an estate or trust) held by
                                         a dealer or other fiduciary organized, incorporated, or (if an individual) resident of
                                         the United States; and
	 	 
	 	(viii)
                                         Any partnership or corporation if (i) organized or incorporated under the laws of any
                                         foreign jurisdiction and (ii) formed by a US Person principally for the purpose of investing
                                         in securities not registered under the Securities Act, unless it is organized or incorporated,
                                         and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated
                                         under the Securities Act) who are not natural persons, estates or trusts.
	 	 
	 	“United
                                         States” means the United States of America, its territories and possessions, any
                                         State of the United States, and the District of Columbia.



 



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		(b)	as
                                         of the execution date of this Agreement, (i) is not located within the United States,
                                         and (ii) is not purchasing the Shares for the benefit of any US Person.
	 	 	 
		(c)	neither
                                         the Purchaser nor any disclosed principal is subscribing for the Shares for the account
                                         of a U.S. Person or for resale in the United States and the Purchaser confirms that the
                                         Shares have not been offered to the Purchaser in the United States and that this Agreement
                                         has not been signed in the United States;
	 	 	 
		(d)	(i)
                                         as of the execution date of this Agreement is not located within the United States, and
                                         (ii) is not purchasing the Shares for the account or benefit of any U.S. person except
                                         in accordance with one or more available exemptions from the registration requirements
                                         of the Securities Act or in a transaction not subject thereto;
	 	 	 
		(e)	will
                                         not resell the Shares except in accordance with the provisions of Regulation S (Rule
                                         901 through 905 and Preliminary Notes thereto), pursuant to a registration under the
                                         Securities Act, or pursuant to an available exemption from registration; and agrees not
                                         to engage in hedging transaction with regard to such Shares unless in compliance with
                                         the Securities Act.
	 	 	 
		(f)	has
                                         not acquired the Shares as a result of, and will not itself engage in, any “directed
                                         selling efforts” (as defined in Regulation S under the Securities Act) in the United
                                         States in respect of the Shares which would include any activities undertaken for the
                                         purpose of, or that could reasonably be expected to have the effect of, conditioning
                                         the market in the United States for the resale of any of the Shares; provided, however,
                                         that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration
                                         thereof under the Securities Act and any applicable state and federal securities laws
                                         or under an exemption from such registration requirements.



 






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	3.	Acknowledgments.
	 	 	 
	 	The
                                         Purchaser is aware that:
	 	 	 
		3.1	The
                                         Purchaser recognizes that investment in the Company involves certain risks, including
                                         the potential loss by the Purchaser of interest on their investment herein, and the Purchaser
                                         has taken full cognizance of and understands all of the risk factors related to the purchase
                                         of the securities. The Purchaser recognizes that the information set forth in this Subscription
                                         Agreement does not purport to contain all the information, which would be contained in
                                         a registration statement under the Securities Act.
	 	 	 
		3.2	No
                                         federal or state agency has passed upon the securities or made any finding or determination
                                         as to the fairness of this transaction.
	 	 	 
		3.3	The
                                         securities and any component thereof have not been registered under the Securities Act
                                         or any applicable state securities laws by reason of exemptions from the registration
                                         requirements of the Securities Act and such laws, and may not be sold, pledged, assigned
                                         or otherwise disposed of in the absence of an effective registration statement for the
                                         securities and any component thereof under the Securities Act or unless an exemption
                                         from such registration is available. Provided there is a market for the Company’s
                                         securities, the securities will not be eligible for sale unless registered pursuant to
                                         the terms and conditions of the attached Registration Rights Agreement. Rule 144 is currently
                                         unavailable for use by shareholders of the Company as the Company was formerly a shell
                                         entity and is not currently subject to the reporting requirements of the Securities Exchange
                                         Act of 1934.
	 	 	 
		3.5	The
                                         certificates for the securities, if issued, will bear the following legend to the effect
                                         that:



 


“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.


 


THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH (I) REGULATION S UNDER THE SECURITIES ACT, IF AVAILABLE, (II) ANY
OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF AVAILABLE, OR (III) UNDER AN EFFECTIVE REGISTRATION STATEMENT,
AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF, MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT. RELIANCE ON AN EXEMPTION FROM REGISTRATION WILL REQUIRE THE HOLDER TO PROVIDE THE COMPANY WITH AN OPINION OF COUNSEL, WHICH
COUNSEL AND OPINION MUST BE SATISFACTORY TO THE COMPANY.”


 






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		3.6	The
                                         Company may refuse to register any transfer of the securities not made in accordance
                                         with the Securities Act and the rules and regulations promulgated thereunder.
	 	 	 
	4.	Acceptance
                                         of Subscription.



 


The
Purchaser hereby confirms that the Company has full right in its sole discretion to accept or reject the subscription of the Purchaser,
provided that if the Company decides to reject such subscription, the Company must do so promptly and in writing. In the case
of rejection, any cash payments and copies of all executed Subscription Documents will be promptly returned (without interest
or deduction in the case of cash payments).


 


	5.	Indemnification.



 


The
Purchaser agrees to indemnify and hold harmless the Company as well as the affiliates, officers, directors, partners, attorneys,
accountants and affiliates of any thereof and each other person, if any, who controls any thereof, within the meaning of Section
15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened
or any claim whatsoever) arising out of or based upon any allegedly false representation or warranty or breach of or failure by
the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any other document furnished by the
Purchaser to any of the foregoing in connection with this transaction.


 


	6.	Irrevocability.



 


The
Purchaser hereby acknowledges and agrees, subject to the provisions of any applicable state securities laws providing for the
refund of subscription amounts submitted by the Purchaser, if applicable, that the subscription hereunder is irrevocable and that
the Purchaser is not entitled to cancel, terminate or revoke this Subscription Agreement and that this Subscription Agreement
shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the Purchaser, and
the Purchasers respective heirs, executors, administrators, successors, legal representatives and assigns. If the Purchaser is
more than one person, the obligations of the Purchaser hereunder shall be joint and several, and the agreements, representations,
warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and each such
person’s heirs, executors, administrators, successors, legal representatives and assigns.


 






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	7.	Modification.



 


Neither
this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument
in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.


 


	8.	Notices.



 


Any
notice, demand or other communication which any party hereto may be required or may elect to give anyone interested hereunder
shall be sufficiently given if; (a) deposited, postage prepaid, in a United States mail box, stamped registered or certified mail,
return receipt requested, and addressed, in the case of the Company, to the address given in the preamble hereof, and, if to the
Purchaser, to the address set forth hereinafter; or (b) delivered personally at such address.


 


	9.	Counterparts.



 


This
Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each
of such counterparts shall, for all purposes, constitute an agreement binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart.


 


	10.	Entire
                                         Agreement.



 


This
Subscription Agreement, and the Appendices attached, contains the entire agreement of the parties with respect to the subject
matter hereof, and there are no representations, warranties, covenants or other agreements except as stated or referred to herein.


 


	11.	Severability.



 


Each
provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality
of the remainder hereof.


 


	12.	Transferability;
                                         Assignability.



 


This
Subscription Agreement is not transferable or assignable by the Purchaser.


 


	13.	Applicable
                                         Law and Forum.



 


This
Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with the laws of the State
of Florida. The federal and state courts of the State of Florida shall have sole and exclusive jurisdiction over any dispute arising
from this Offering and this Subscription Agreement.


 






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	14.	Subscription
                                         Information.



 


The
Purchaser hereby subscribes, pursuant to this Subscription Agreement, dated as of August 2014, for Shares in the amounts set forth
in Paragraph 14.1 below, and tenders payment in cash in consideration therefore to:


 


IEG
HOLDINGS CORPORATION


6160
West Tropicana Avenue


Suite
E-13, Las Vegas, NV 89103


 


		14.1	Number
                                         of Shares subscribed for 50,000 Shares against payment in cash in the amount of USD
                                         $50,000, representing USD $1.00 per Share.



 


if
the Shares hereby subscribed for are to be owned by more than one person in any manner, the Purchaser understands and agrees that
all of the co-owners of such Shares must sign this Subscription Agreement.


 






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	15.	Anti-Money
                                         Laundering; OFAC.



 


(i)
The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before
making the representations herein. The Purchaser represents that the amounts invested by it in the Company in the Shares were
not and are not directly or indirectly derived from activities that contravene U.S. federal or state or international laws and
regulations, including anti-money laundering laws and regulations. U.S. federal regulations and Executive Orders administered
by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found
on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”)
prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear
on the OFAC lists;


 


(ii)
To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity
named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept
any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information
set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze
the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption
requests and/or segregating the assets in the account in compliance with governmental regulations, and a Broker may also be required
to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company
may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems
it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any Broker or any of the Company’s
other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers
and other parties subject to OFAC sanctions and embargo programs;


 





 






	1	These
                                         individuals include specially designated nationals, specially designated narcotics traffickers
                                         and other parties subject to OFAC sanctions and embargo programs.






 






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(iii)
To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or
any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes
below; and


 


(iv)
If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives
deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does
not have a physical presence in any country and that is not a regulated affiliate.


 


 









	2	A
                                         “senior foreign political figure” is defined as a senior official in the
                                         executive, legislative, administrative, military or judicial branches of a foreign government
                                         (whether elected or not), a senior official of a major foreign political party, or a
                                         senior executive of a foreign government-owned corporation. In addition, a “senior
                                         foreign political figure” includes any corporation, business or other entity that
                                         has been formed by, or for the benefit of, a senior foreign political figure.
	 	 
	3	“Immediate
                                         family” of a senior foreign political figure typically includes the figure’s
                                         parents, siblings, spouse, children and in-laws.
	 	 
	4	A
                                         “close associate” of a senior foreign political figure is a person who is
                                         widely and publicly known to maintain an unusually close relationship with the senior
                                         foreign political figure, and includes a person who is in a position to conduct substantial
                                         domestic and international financial transactions on behalf of the senior foreign political
                                         figure.



 






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(4)
ANTI MONEY LAUNDERING REQUIREMENTS


 


	The
    USA PATRIOT Act	 	What
    is money laundering?	 	How
    big is the problem and why is it important?
	 	 	 	 	 
	The
                                         USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States
                                         and abroad. The Act imposes new anti- money laundering requirements on brokerage firms
                                         and financial institutions. Since April 24, 2002, all brokerage firms have been required
                                         to have new, comprehensive anti- money laundering programs.

                                                          

        To
        help you understand these efforts, we want to provide you with some information about money laundering and our steps to
        implement the USA PATRIOT Act.
	 	Money
                                         laundering is the process of disguising illegally obtained money so that the funds appear
                                         to come from legitimate sources or activities.

        Money
        laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery,
        fraud, racketeering, and terrorism.
	 	The
                                         use of the U.S. financial system by criminals to facilitate terrorism or other crimes
                                         could well taint our financial markets.

        According
        to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at US$1 trillion
        a year.



 


	What
    are we required to do to eliminate money laundering?
	 
	Under
    new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer,
    set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious
    transaction and ensure compliance with the new laws.	 	As
    part of our required program, we may ask you to provide various identification documents or other information. Until you provide
    the information or documents we need, we may not be able to effect any transactions for you.


 


IN
WITNESS WHEREOF, the undersigned Purchaser does represent and certify under penalty of perjury that the foregoing statements
are true and correct and that it has (they have) by the following signature(s) executed this Subscription Agreement.


 


                                            
20   , at                                                                                                 
.


 



    	15



    	 



    




 


INDIVIDUAL


 


		 	Address
    to which Correspondence Should be Directed
	 	 	 
	 	 	 
	Signature (Individual)	 	Name
	 	 	 
	 	 	 
		 	Street Address
	 	 	 
	 	 	 
	Signature (All
    record holders should sign)	 	City, State and
    Zip Code
	 	 	 
	 	 	 
	Name(s) Typed
    or Printed	 	Tax Identification
    or Social Security Number (if applicable)
	 	 	 
	 	 	 
		 	Telephone Number 



 






    	16



    	 



    




 


CORPORATION,
PARTNERSHIP, TRUST, OR OTHER ENTITY


 




		 	Address
    to which Correspondence Should be Directed
	 	 	 
	 	 	 
	Name
    of Entity	 	Street Address
	 	 	 	 
	By:
    	 	 	 
		* Signature	 	City, State and
    Zip Code
	 	 	 	 
	Its:
    	 	 	 
		Title	 	Tax Identification
    or Social Security Number (if applicable)
	 	 	 	 
		 	 	(                   ) 
	Name
    Typed or Printed	 	Telephone Number


 


*If
Shares are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following
page must also be completed.


 



    	17



    	 



    




 


CERTIFICATE
OF SIGNATORY


 


To be completed
if Shares are being subscribed for by an entity.


 


I,
                                                                                      ,
am the President of                                                                                                                                                    
(the “Entity”). 


 


I
certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement
and to purchase and hold the Shares, and certify that the Subscription Agreement has been duly and validly executed on behalf
of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have hereto set my hand                               ,
20   .


 



    	18



    	 



    

 


ACCEPTANCE


 


This
Subscription Agreement is accepted as of                                                         ,
20   .


 









	 	IEG HOLDINGS CORPORATION
	 	a Florida Corporation
	 	 	 
	 	By:	 
	 	 	Paul Mathieson
	 	 	President &
    CEO




 



    	19



    	 



    




  


IEG
HOLDINGS CORPORATION (OTC PINK: IEGH)


 


SERIES
F 12% PREFERRED STOCK


 


12%
pa yield payable first day of each month beginning on date of receipt of 

subscription funds with first payment 1 October 2014


 


Interest
Payment Instructions


 


and


 


Optional
change to Quarterly Interest Payments


 






    	20



    	 



    

 


INTEREST
INSTRUCTIONS


 


FOR


 


IEG
HOLDINGS CORPORATION


 


Series
F 12% Preferred Stock


  


		 	 
	 	ALL INFORMATION HEREIN WILL BE TREATED
    CONFIDENTIALLY	 
	 	 	 





 


 


	 	Investor(s)	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Number of Shares 50,000	 




 


Interest
Payment Option: (tick preferred option) Monthly                 
Quarterly                 


 


Monthly:
Interest will be paid on first day of each month commencing October 1st 2014.


Quarterly:
Interest will be paid quarterly with the first payment on October 1st 2014.


 


Please
provide banking instructions for your interest payments


 





	Bank
    Name:	 
	 	 
	Bank
    Address:	 
	 	 



 


	Swift
    code (=BIC.BankIdentifier
    Code):	 



 


	Account
    name:	 



  


	BSB
    number:	 	Account
    number:	 



 





	Signed:	 	Date:	 


  






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