FORM
OF WARRANT AGENCY AGREEMENT


 


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”).


 


WHEREAS,
the Company is engaged in a public offering (the “Offering”) of up to [●] shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), and up to [●]Warrants (the “Warrants”),
with each such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock for $[●], subject
to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement,
No. 333-206986 on Form S-1 (as the same may be amended from time to time, the “Registration Statement”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”) of, among
other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”),
and such Registration Statement was declared effective on [●], 2015; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants
(each, a “Holder”); and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the
Chief Executive Officer, President, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company. In
the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates
(each a “Book-Entry Warrant Certificate”).


 




    	 	 	 



     

    






 


2.2.
Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by a Holder.


 


2.3.
Registration.


 


2.3.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration
of the original issuance and the registration of any transfer of the Warrants. Upon the initial issuance of the Warrants, the
Warrant Agent shall issue and register the Warrants in the names of the respective Holders in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Warrants shall be represented by one
or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”) and
registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant
Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository
or its nominee for each Book-Entry Warrant Certificate; or (ii) by institutions that have accounts with the Depository (such institution,
with respect to a Warrant in its account, a “Participant”).


 


If
after the Issuance Date the Depository subsequently ceases to make its book-entry settlement system available for the Warrants,
the Company may instruct the Warrant Agent to make other arrangements for book-entry settlement within ten (10) Business Days
after the Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative
arrangements for book-entry settlement within ten (10) Business Days or the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive
Warrant Certificates shall be in substantially the form annexed hereto as Exhibit A.


 


As
used herein, the term “Business Day” means any day other than Saturday, Sunday or a legal holiday or a day
on which banking institutions are authorized or obligated by law to close in New York, New York.


 


2.3.2.
Beneficial Owner; Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company
and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary. Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry
Warrant Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial
owner” thereof; provided, that all such beneficial interests shall be held through the Depository which shall be
the registered holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the
Warrants.


 


2.4.
Uncertificated Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued
in uncertificated form.


 




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3.
Terms and Exercise of Warrants.


 


3.1.
Exercise Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Holder, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $[•] per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise
Price” as used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the
time a Warrant is exercised.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the Issuance Date and terminating at 5:00 P.M., New York City time (the “close of business”) on [●],
2020 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the
Expiration Date.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment. A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any
Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department
(i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the
Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of
the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to
time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”),
properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant
Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Exercise
Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or
by bank wire transfer in immediately available funds.


 


If
any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor,
is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed
to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date
is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business
Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void
and any funds delivered to the Warrant Agent will be returned to the Holder. In no event will interest accrue on funds deposited
with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. If there is a dispute as to whether a Warrant
delivered for exercise on the Expiration Date is valid, the Warrant Agent shall have the right to rely on the Company’s
determination as to whether such exercise is valid. Neither the Company nor the Warrant Agent shall have any obligation to inform
a Holder of the invalidity of any exercise of any Warrants.


 


The
Warrant Agent shall promptly deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained
with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the
exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.


 




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3.3.2.
Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York City time on the Business Day following the Exercise
Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable
upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each Holder
with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates,
as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant
Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant
Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and
(d) such other information as the Company or such transfer agent and registrar shall reasonably require.


 


The
Company shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and
the clearance of the funds in payment of the aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant
Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such
Holder. Upon receipt of such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business
Day next succeeding such Exercise Date, transmit such Warrant Shares to, or upon the order of, such Holder.


 


In
lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise of any Warrants, provided the
Company’s transfer agent and the Warrant Shares are participating in the Depository’s Fast Automated Securities Transfer
program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the
Warrant Shares issuable upon exercise to the Depository by crediting the account of the Depository or of the Participant, as the
case may be, through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately
preceding paragraph shall apply to the electronic transmittals described herein.


 


3.3.3.
Valid Issuance. All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.
No Fractional Exercise. Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares
are to be issued upon the exercise of a Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or down,
as applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised,
a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned
by the Warrant Agent as provided in Section 2 of this Warrant Agreement, and delivered to the Holder at the address specified
on the books of the Warrant Agent or as otherwise specified by such Holder. If fewer than all of the Warrants evidenced by a Book-Entry
Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each
Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such
exercise.


 


3.3.5.
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be
paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event
that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or
other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge
is due.


 


3.3.6.
Date of Issuance. Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which the applicable Warrant was surrendered and payment
of the Exercise Price was made, irrespective of the date of delivery of any such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are
open.


 




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3.3.7.
Cashless Exercise Under Certain Circumstances.


 


(i)
The Company shall provide to the Warrant Agent and each registered Holder prompt written notice of any time that the Company is
unable to issue the Warrant Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has
issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, or (C) the Company has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently (each a “Restrictive Legend Event”). To the
extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants
but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5)
Business Days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase
and the Company shall return all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted
exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the Exercise Price to the Holder.


 


(ii)
If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrants shall
only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to
make any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal
to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)
    =	the
    VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless
    exercise,” as set forth in the applicable Election to Purchase;
	 	 	 
	 	(B) =	the
    Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	 	 
	 	(X) =	the
    number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if
    such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon
receipt of an Election to Purchase for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive
Legend Event as set forth herein, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to
confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit
to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares
issuable in connection with the cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) on any day that
the Trading Market on which the Common Stock is then listed is open for trading), (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed
or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 




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3.3.8.
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the applicable Holders the number of Warrant Shares that are not disputed.


 


4.
Adjustments.


 


4.1.
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares
of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date
combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section
4.1 shall become effective at the close of business on the date the subdivision or combination becomes effective. The Company
shall promptly notify Warrant Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any
adjustments to the Warrant Register.


 


4.2.
Adjustment for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution
to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the
exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock issuable thereupon, and
without payment of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such
Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive such dividend or distribution. Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 




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4.3.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or
affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have the right
to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant
is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration that such Holder
receives upon any exercise of each Warrant following such Fundamental Transaction. The Company shall cause any successor entity
in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) and for which
stockholders received any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company
under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon
the written request of such Holder, deliver to such Holder in exchange for the applicable Warrants created by this Warrant Agreement
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants
which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if
any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise
price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant Agreement and the Warrants with the same effect as if such Successor Entity had
been named as the Company herein and therein.


 


The
Company shall instruct the Warrant Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the
execution of any such amendment, supplement to this Warrant Agreement and/or the Warrants or other agreement. Any such amendment,
supplement or other agreement entered into by the Successor Entity shall provide for adjustments, which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 4. The Warrant Agent shall be under no responsibility to
determine the correctness of any provisions contained in such amendment, supplement or other agreement relating either to the
kind or amount of securities or other property receivable upon exercise of the Warrants or with respect to the method employed
and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such amendment, supplement
or other agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.


 




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4.4.
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2 or 4.3 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights
or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board of Directors
will in good faith make an adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of each
Holder.


 


4.5.
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment
and the increase or decrease, if any, in the number of Warrant Shares purchasable upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any
event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Holder,
at the last address set forth for such Holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6.
No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, a Holder
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round up or down, as applicable, to the nearest whole number the number of Warrant Shares to be issued to such Holder.


 


4.7.
Form of Warrant. The form of Warrant annexed hereto as Exhibit A need not be changed because of any adjustment pursuant
to this Section 4, and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as
is stated in the Warrants initially issued pursuant to this Warrant Agreement. However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.


 


5.
Transfer and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures medallion signature
guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer reasonably acceptable to Warrant Agent, duly executed by the Holder thereof, or by a duly authorized
attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole
and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the
name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing
in the aggregate a like number of unexercised Warrants.


 




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5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.4.
Service Charges. A service charge shall be made for any exchange or registration of transfer of Warrants, as negotiated
between Company and Warrant Agent.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.


 


6.
Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder
shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of
Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s
Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder
or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is
being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised
portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being
acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether
a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion
of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be
deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by
such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor
the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any
liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section
6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct
this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor Holder.


 




    	 	 9	 



     

    





 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as an owner
of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as
the owner of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder
of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. For the avoidance of doubt, ownership
of a Warrant does not entitle the Holder or any beneficial owner thereof to any of the rights of a stockholder.


 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company will
authorize the Warrant Agent to instruct the Holder to file documents with the Warrant Agent’s insurance company as reasonably
required to obtain an open penalty bond necessary for the replacement of the Warrant Certificate. Thereafter, the Warrant Agent
shall issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.
Reservation of Common Stock. The Company shall request that the Warrant Agent at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Warrant Agreement.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1.
Concerning the Warrant Agent. The Warrant Agent:


 


a)
shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied;


 


b)
may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice,
letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to
be genuine and to have been made or signed by the proper party or parties;


 


c)
may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company
with respect to any matter relating to its acting as Warrant Agent;


 


d)
may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying
on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and
in accordance with such advice or opinion of such counsel;


 




    	 	 10	 



     

    





 


e)
solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly
executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant
Agent hereunder in good faith and in accordance with its determination;


 


f)
shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense
or liability unless it shall have been furnished with an indemnity satisfactory to it; and


 


g)
shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating
to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation
or law.


 


8.2.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such Warrant Shares. The Warrant Agent shall not register
any transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any, or shall have
established to the reasonable satisfaction of the Company that such tax, if any, has been paid.


 


8.3.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.3.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) calendar days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) calendar days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the Holder (who shall, with such notice, submit such Holder’s Warrants for inspection by the Company), then
such Holder may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent, the expenses of which shall be paid by the Company. Any successor Warrant Agent (but not including the initial
Warrant Agent), whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws
of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City of New York and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.3.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 




    	 	 11	 



     

    


  


8.3.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Warrant Agreement without any further act.


 


8.4.
Fees and Expenses of Warrant Agent.


 


8.4.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between
Company and Warrant Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all
expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.4.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.


 


8.5.
Liability of Warrant Agent.


 


8.5.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the President, Chief Executive Officer or Chief Financial
Officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Warrant Agreement.


 


8.5.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims,
losses, damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this
Warrant Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


8.5.3.
Limitation of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Warrant Agreement
with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted
to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed,
the amounts paid or payable hereunder by the Company to Warrant Agent as fees and charges (not including reimbursable expenses).


 


8.5.4.
Disputes. In the event any question or dispute arises with respect to the proper interpretation of this Warrant Agreement
or the Warrant Agent’s duties hereunder or the rights of the Company or of any Holder, the Warrant Agent shall not be required
to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled
(and the Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory
judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested
in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory
to the Warrant Agent and executed by the Company and each other interested party. In addition, the Warrant Agent may require for
such purpose, but shall not be obligated to require, the execution of such written settlement by all of the Holders of the Warrants
and all other parties that may have an interest in the settlement.


 




    	 	 12	 



     

    





 


8.5.5.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it
be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant
Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any Warrant Shares will, when issued, be
validly issued and fully paid and nonassessable.


 


8.6.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase
of Warrant Shares through the exercise of Warrants.


 


9.
Miscellaneous Provisions.


 


9.1.
Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by a Holder to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five (5) Business Days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


IEG
Holdings Corporation


6160
West Tropicana Avenue, Suite E-13


Las
Vegas, NV 89103


Attn:
Chief Executive Officer


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the a Holder or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) Business Days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


VStock
Transfer, LLC


18
Lafayette Place


Woodmere,
NY 11598


Attn:
CEO


 


with
a copy in each case to:


 


Aegis
Capital Corp.


810 Seventh Avenue, 11th Fl


New York, NY 10019


Attn: Compliance Department


 


and:


 


McGuireWoods
LLP


1345
Avenue of the Americas, 7th Floor


New
York, NY 10105


Attn:
Stephen E. Older


 




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9.3.
Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


9.4.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Holders of the Warrants and, for purposes of Sections 3.3, 9.3 and 9.8, Aegis Capital Corp.
(the “Underwriter”), any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. The Underwriters shall be deemed to be an express third-party beneficiary
of this Warrant Agreement with respect to Sections 3.3, 9.3 and 9.8 hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the
Underwriters with respect to the Sections 3.3, 9.3 and 9.8 hereof) and their successors and assigns and of the Holders.


 


9.5.
Examination of this Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent in 18 Lafayette Place, Woodmere, NY 11598 for inspection by any Holder. The Warrant Agent may require
any such Holder to submit his Warrant for inspection by it.


 


9.6.
Counterparts. This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


9.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.8.
Amendments. This Warrant Agreement may be amended by the parties hereto without the consent of any Holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Holders. All other modifications or amendments,
including any amendment to increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the
Underwriter and the Holders of a majority of the then outstanding Warrants.


 




    	 	 14	 



     

    





 


9.9.
Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


9.10.
Force Majeure. In the event either party is unable to perform its obligations under the terms of this Warrant Agreement
because of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably
beyond its control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Warrant Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


9.11.
Consequential Damages. Notwithstanding anything in this Warrant Agreement to the contrary, neither party to this Warrant
Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provision
of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or
failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


[Signature
Page Follows]


  




    	 	 15	 



     

    





 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	IEG
    HOLDINGS CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Paul
    Mathieson
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	VSTOCK
    TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	 	 



     

    





 


Exhibit
A


 


[FORM
OF WARRANT CERTIFICATE]


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT


AGENT AS PROVIDED HEREIN.


Warrant
Certificate Evidencing Warrants to Purchase


Common Stock, par value of $0.001 per share, as described herein.


IEG
HOLDINGS CORPORATION


 


	No.
    ___________	CUSIP
    [●]


 


VOID
AFTER 5:00 P.M., NEW YORK CITY TIME,


ON _______ __, 2020


 


This
certifies that ________________________ or registered assigns is the registered holder (the “Holder”) of _____________________
warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles the Holder, subject to the
provisions contained herein and in the Warrant Agreement (as defined below), to purchase from IEG Holdings Corporation, a Florida
corporation (the “Company”), one share (collectively, the “Warrant Shares”) of Common Stock,
par value $0.001 per share, of the Company (“Common Stock”), at the Exercise Price set forth below. The price
per share at which each Warrant Share may be purchased at the time each Warrant is exercised (the “Exercise Price”)
is $[●] initially, subject to adjustments as set forth in the Warrant Agreement (as defined below).


 


This
Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of [●], 2015 (the “Warrant
Agreement”), between the Company and the Warrant Agent (as defined below), and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate and the beneficial
owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are
on file and can be inspected at the below-mentioned office of the Warrant Agent and at the office of the Company at 6160 West
Tropicana Avenue, Suite E-13, Las Vegas, Nevada 89103. Capitalized terms used but not defined herein shall have the meaning ascribed
to them in the Warrant Agreement.


 


Subject
to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised in whole but not in part at any time, as
specified herein, on any Business Day (as defined below) occurring during the period (the “Exercise Period”)
commencing on the Issuance Date and terminating at 5:00 P.M., New York City time, on [●], 2020 (the “Expiration
Date”). Each Warrant remaining unexercised after 5:00 P.M., New York City time, on the Expiration Date shall become
void, and all rights of the Holder of this Warrant Certificate evidencing such Warrant shall cease.


 


The
Holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later
than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”) to
VStock Transfer, LLC (the “Warrant Agent”, which term includes any successor warrant agent under the Warrant
Agreement described below) at its corporate trust department at 18 Lafayette Place, Woodmere, NY 11598, (i) this Warrant Certificate
or, in the case of a Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the “Book-Entry
Warrants”) as shown on the records of The Depository Trust Company (the “Depository”) to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an
election to purchase (“Election to Purchase”), properly executed by the Holder hereof on the reverse of this
Warrant Certificate or properly executed by the institution in whose account the Warrant is recorded on the records of the Depository
(the “Participant”), and substantially in the form included on the reverse of this Warrant Certificate and
(iii) unless cashless exercise is permitted under the Warrant Agreement upon the occurrence of a Restrictive Legend Event, the
Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank
check or by bank wire transfer in immediately available funds, in each case payable to the order of the Company.


 




    	 	 	 



     

    


 


 As
used herein, the term “Business Day” means any day other than Saturday, Sunday or a legal holiday or a day
on which banking institutions are authorized or obligated by law to close in New York, New York.


 


Warrants
may be exercised only in whole numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this Warrant,
but rather the number of Warrant Shares to be issued shall be rounded up or down, as applicable, to the nearest whole number.
If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number
of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section
2 of the Warrant Agreement, and delivered to the Holder of this Warrant Certificate at the address specified on the books of the
Warrant Agent or as otherwise specified by such Holder.


 


The
Company shall provide to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via
DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the
Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, or (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend
Event occurs after the Holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the delivery of
the Warrant Shares, the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice
of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return
all consideration paid by the Holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise
as described in the next paragraph and refund the cash portion of the exercise price to the Holder, if no exemption from the registration
requirements is available.


 


If
a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall only
be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make
any cash payments or net cash settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,”
the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:


 


	 	(A)
    =	the
    VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless
    exercise,” as set forth in the applicable Election to Purchase;
	 	 	 
	 	(B) =	the Exercise Price
    of the Warrant, as it may have been adjusted hereunder; and
	 	 	 
	 	(X) =	the
number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. 



 


Upon
receipt of an Election to Purchase for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive
Legend Event as set forth herein, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to
confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit
to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of Warrant Shares
issuable in connection with the cashless exercise.


 




    	 	 	 



     

    





 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New
York Stock Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) on any day that
the Trading Market on which the Common Stock is then listed is open for trading), (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed
or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


The
Exercise Price and the number of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as
provided pursuant to Section 4 of the Warrant Agreement.


 


Upon
due presentment for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant
Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Warrant
Agreement, in the name of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing
in the aggregate a like number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement.


 


Neither
this Warrant Certificate nor the Warrants evidenced hereby entitles the Holder to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


The
Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances
described therein, without the consent of the Holder of this Warrant Certificate or the Warrants evidenced thereby.


 


THIS
WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR
PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


The
Holder of this Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory
for any purpose, and no Warrant evidenced hereby may be exercised, unless this Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


 Dated
as of ________ __, 2015


 


	 	IEG
    HOLDINGS CORPORATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	VSTOCK
    TRANSFER, LLC, as Warrant Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	 	 



     

    


 


[REVERSE]


 


Instructions
for Exercise of Warrant


 


To
exercise the Warrants evidenced hereby, the Holder must, by 5:00 P.M., New York City time, on the specified Exercise Date, deliver
to the Warrant Agent at its corporate trust department, a certified or official bank check or a bank wire transfer in immediately
available funds, in each case payable to the Company, in an amount equal to the Exercise Price in full for the Warrants exercised.
In addition, the Holder must provide the information required below and deliver this Warrant Certificate to the Warrant Agent
at the address set forth below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository designated
for such purpose.


 


ELECTION
TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The
undersigned hereby irrevocably elects to exercise, on __________, ____ (the “Exercise Date”), __________ Warrants,
evidenced by this Warrant Certificate, to purchase, __________ shares (the “Warrant Shares”) of Common Stock,
par value of $0.01 per share (the “Common Stock”) of IEG Holdings Corporation, a Florida corporation (the “Company”),
and represents that on or before the Exercise Date:


 


[  ]
such Holder has tendered payment for such Warrant Shares by certified or official bank check payable to the order of the Company
c/o VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, or by bank wire transfer in immediately available funds payable
to the Company at Account No. [●], in each case in the amount of $[●] in accordance with the terms hereof, or


 


[  ]
[if permitted solely upon the occurrence of a Restrictive Legend Event as set forth in the Warrant Agreement] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3.3.7 of the Warrant
Agreement, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 3.3.7.


 


The
undersigned requests that said number of Warrant Shares be in fully registered form, registered in such names and delivered, all
as specified in accordance with the instructions set forth below.


 


If
said number of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the Holder of
the Warrant Certificate unless otherwise specified in the instructions below.


 


Dated:
________ __, ____


  


	 	Name	 	 
	 	 	(Please Print)	 


 


	 	/
    / / / - / / / - / / / / /
	 	(Insert
    Social Security or Other Identifying Number of Holder)


  


	 	Address	 	 
	 	 	 	 
	 	Signature	 	 


 




    	 	 	 



     

    





 


This
Warrant may only be exercised by presentation to the Warrant Agent at one of the following locations:


 


	 	By
    hand at:	VStock
    Transfer, LLC
	 	 	18
        Lafayette Place

        Woodmere,
        NY 11598

	 	 	 
	 	By mail at:	VStock Transfer
    LLC
	 	 	18
        Lafayette Place

        Woodmere,
        NY 11598



 


The
method of delivery of this Warrant Certificate is at the option and risk of the exercising Holder and the delivery of this Warrant
Certificate will be deemed to be made only when actually received by the Warrant Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.


 


(Instructions
as to form and delivery of Warrant Shares and/or Warrant Certificates)


 


	Name
        in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant

        Certificate:
        ______________________________
	 	 
	 	 	 
	Address
    to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on
    the books of the Warrant Agent:	 	 
	 	 	 (Street
    Address)
	 	 	 
	 	 	 
	 	 	(City
    and State) (Zip Code)


 


	Name
    in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the
    Holder of this Warrant Certificate: ________________________	 	 
	 	 	 
	Address
    to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder
    of this Warrant Certificate as shown on the books of the Warrant Agent:__________________________	 	 


 


	 	 	 	 
	 	 	(Street
    Address)	 
	 	 	 	 
	 	 	 	 
	 	 	(City
    and State) (Zip Code)	 
	 	 	 	 
	 	 	Dated:
    	 
	 	 	 	 
	 	 	 	 
	 	 	Signature	 
	 	 	 	 
	 	 	Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended)).


 


	SIGNATURE
    GUARANTEE	 	 


 


	Name
    of Firm	 	 	 	 
	Address	 	 	 	 
	Area Code 

and
    Number	 	 	 	 
	Authorized Signature	 	 	 	 
	Name	 	 	 	 
	Title	 	 	 	 
	Dated:	 	, 20	 	 


 




    	 	 	 



     

    


 


ASSIGNMENT


 


(FORM
OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE
RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO


	 	 	 
	(Please print
    name and address

    including zip code of assignee)	 	(Please
    insert social security or

    other identifying number of assignee)


 


the rights
represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer
said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises.


 


	 	Dated:
	 	 
	 	 
	 	Signature
	 	 
	 	(Signature
    must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear
    a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange
    Act of 1934, as amended).


 


	SIGNATURE GUARANTEE
	 	 	 	 	 
	Name of Firm	 	 	 	 
	Address	 	 	 	 
	Area Code and
    Number	 	 	 	 
	Authorized Signature	 	 	 	 
	Name	 	 	 	 
	Title	 	 	 	 
	Dated:	 	, 20