Exhibit 10.1

WILLIAM ACHESON
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 28th day of June 2017, by and between GWG Holdings, Inc., a Delaware corporation (the Company”) and William Acheson (the “Executive”)

RECITALS

Executive; and

Company.

NOW, THEREFORE, in consideration of the recitals above and the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Company and Executive (collectively the “Parties” and each a “Party”) agree as follows:

(a)               Executive will serve as the Chief Financial Officer and Executive Vice President of the Company and report to the Company’s Chief Executive Officer and Board of Directors. Executive understands and agrees that the Company is a rapidly growing and changing organization and the precise nature of the work of the Chief Financial Officer and Executive Vice President asked to be completed on behalf of the Company is more expansive than simply accounting and financial reporting, and may be adjusted from time to time but, in any event, the duties and responsibilities will include those duties and responsibilities normally associated with and appropriate for someone in the position of Chief Financial Officer, which shall include, but not be limited to items set f01ih an Exhibit A in conjunction with preparing and maintaining the Company’s financial reporting to the SEC in compliance with GAAP and all regulatory requirements, providing day-to-day effective oversight of all operational and regulatory matters, ensuring operational integrity and best practices; helping the Company to achieve and exceed strategic and operating goals; presenting and maintaining investor relationships in support of the strategies and objectives of the Company; advising the Board of Directors (“Board”) and the Chief Executive Officer concerning Company performance, strategy, operations, initiatives and developments in the industry; working with outside accounting, audit, tax, SOX, legal counsel, advisors, and other vendors appropriate; and travel as needed and requested by the Company.

(b)               Executive shall perform his duties and responsibilities to the best of his professional skill and ability. In all such matters, Executive will act in good faith, in the best interests of the Company.

(c)               Executive’s employment under this Agreement shall commence on the date first set forth above (the “Commencement Date”). Executive’s employment shall continue thereafter until the third anniversary of the Commencement Date (the “Initial Term”); and shall be automatically extended for one (1) additional year (a “Renewal Term”) at the end of the Initial Term, and an additional one (1) year Renewal Term at the end of each Renewal Term (the last day of the Initial Term and each such Renewal Term is referred to herein as a “Term Date”), unless either Party provides written notice to the other of its non-renewal of this Agreement not later than sixty (60) days prior to a Term Date, or Executive’s employment is terminated sooner under paragraph 3 of this Agreement. The period during which Executive’s employment continues in effect pursuant to this Agreement is hereinafter referred to as the Employment Period.

(a)                Base Salary : As used in this Agreement, the term “Base Salary” refers to the annual amount of Executive’s salary, and does not include any other amounts. For example, Base Salary does not include option or incentive compensation or bonus awards. For the services to be rendered by Executive, the Company agrees to pay Executive a Base Salary of $320,000 per year effective April 1, 2017, subject to all payroll deductions as required by law. Executive’s Base Salary shall be reviewed annually, and may be increased, but not decreased, throughout the Employment Period.

(b)                Incentive Compensation : The Executive shall participate in the Company’s Incentive Compensation Plan.

(d)                Options : On the Commencement Date, the Company shall provide Executive with an initial grant of options for 150,000 shares of the Company’s common stock, at current market value, which shall vest as follows: (i) options for 75,000 shares shall vest on a pro-rata basis over the Initial Term (“ Time Release Options ”); and (ii) options for 75,000 shares over the Initial Term (“ Performance Options ”). The Performance Options will vest based on performance-based criteria a listed below for the next three complete fiscal years) at the rate of 25,000 per year. The performance-based criteria listed below are based upon the company meeting one or more of its strategic goals, which include, but are not limited to:

The Chief Executive Officer, in his sole discretion, may annually vest some, or all of the available Performance Options based upon the achievement of one or more of other strategic and/or operational goals. The options will be eligible to vest 25,000 annually over the next three years beginning with the fiscal year ended December 31, 2017. Each year stands alone and those performance options not vested will expire.

All options shall become fully vested immediately prior to a Change in Control as defined below. As used in this Agreement, the term “Change in Control” shall mean: (i) the sale of substantially all of the assets of the Company to another person or entity (other than a subsidiary or other affiliate of the Company), (ii) the acquisition of actual or beneficial ownership of more than fifty percent of the total combined voting power of all classes of Company stock entitled to vote by a person or group of persons acting in concert (other than a subsidiary or other affiliate of the Company) who did not own more than fifty percent of such on the date of this Agreement, or (iii) the merger of the Company into another entity (other than a subsidiary or other affiliate of the Company), where the Company’s shareholders (determined as of the date of merger) own (directly or indirectly) less than fifty percent of the shares of the surviving entity.

(e)                Benefit Plans and Programs : Beginning on the Commencement Date, Executive shall be entitled to participate in all employee benefit plans and programs made available by the Company to the Company’s executive employees generally, including, without limitation: health insurance, dental insurance, life insurance, disability insurance, 40l k plan and health spending account (HSA) plan. During the Employment Period, the Company shall the same portion of the costs of such benefits and programs as other senior executive employees for Executive. In the event that the provision of, or payment for, such benefits is prohibited or otherwise adversely impacted by the Patient Protection and Affordable Care Act or other similar laws, the Parties shall negotiate in good faith to determine an equitable benefit in lieu thereof.

(f)                 Vacation and Personal Days : Executive shall accrue standard paid vacation during the Employment Period.

(g)                Reimbursement : Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses that Executive incurs during the Employment Period.

(a)                Terms Applicable to Any Type of Termination : In the event of a termination of Executive’s employment, the Company shall pay Executive: (A) any unpaid Base Salary on the Company’s regular payday, prorated to the effective date of termination; and (B) the dollar value of all accrued and unused vacation benefits based upon Executive’s Base Salary. The Company shall also reimburse Executive in accordance with and subject to the requirements of the Company’s expense reimbursement practices for any reasonable and necessary business expenses incurred by Executive on behalf of the Company on or before the date on which his employment terminates, and reported and properly documented on expense reports.

(b)                Termination Without Cause : The Company shall have the right to terminate Executive’s employment without cause during the Employment Period upon notice to Executive. In the event of a Termination Without Cause, the Company will pay Executive severance compensation in an amount equal to the annual amount of Executive’s Base Salary in effect on the date on which Executive’s employment is terminated, payable in a lump sum within thirty (30) days after the date of the termination. If Executive is eligible for and elects to continue group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The Company will also pay Executive a bonus under the Incentive Compensation Plan prorated based upon the number of days for which Executive was employed during the period for which such payments are made (e.g., quarter), and any Options or other equity incentives which have been granted to Executive shall fully vest on the date of termination.

(c)                Termination For Cause : The Company shall have the right immediately to terminate Executive’s employment for cause during the Employment Period upon notice to Executive.

(i)        Termination For Cause shall mean:

(A)          A breach by Executive of any term of this Agreement or of Executive’s fiduciary duties to the Company, which breach remains uncured more than thirty (30) days after Executive receives written notice from Company specifying such breach;

(B)          The neglect of Executive’s duties or responsibilities as Chief Financial Officer which remains uncured more than thirty (30) days after Executive receives written notice from Company specifying such neglect;

(C)          The failure to perform at satisfactory levels with respect to the duties and responsibilities which remain uncured after Executive receives written notice from Company specifying such performance failure (a “Performance Notice”);

(D)          Executive’s violation of any law, statute or regulation relating to the operation of the Company’s business; or

(E)          The commission of, or conviction for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a crime or any conduct of Executive which involves moral turpitude.

(ii)       If Executive’s employment is Terminated For Cause, except as set forth in subparagraph 3(a), the Company shall have no obligation to make payments of any kind to Executive.

(d)               Resignation for Good Reason : Executive shall have the right to resign from employment with the Company for Good Reason during the Employment Period upon notice to the Company.

(i)        As used in this Agreement, the term “Good Reason” means (a) a breach of this Agreement by the Company which breach, where curable, has not been cured within thirty (30) days after written notice to the Company setting forth the particulars of such alleged breach; (b) a reduction in Executive’s Base Salary; (c) assignment to Executive of duties inconsistent with the Executive’s position, or a diminution in Executive’s authority, responsibility, status, title, or offices; (d) a Change in Control; and (e) the failure of the Company to comply fully with its obligations under subparagraph 9(d) of this Agreement. The Executive shall not be able to resign for Good Reason for a period of four (4) months once the Executive has been provided a Performance Notice under Section 3(c)(i)(C) until such time the Company has agreed in writing that such performance has been cured (a “Remedied Notice”).

(ii)       In the event of a Resignation for Good Reason, Executive shall be entitled to all payments and other benefits provided under subparagraphs 3(a) and 3(b) above.

(e)                Voluntary Resignation : Executive may voluntarily resign Executive’s employment under this Agreement without Good Reason at any time; however Executive agrees to provide at least thirty (30) days advance written notice to the Company.

(f)                Death : If Executive’s employment ends through Executive’s death, Executive shall be entitled to all payments and other benefits provided under subparagraph 3(a) above. The Company will also pay Executive’s estate a bonus under the Incentive Compensation Plan prorated based upon the number of days for which Executive was employed during the period for which such payments are made (e.g., quarter).

(a)               Confidential Information : As used in this Agreement, the term “Confidential Information” means information in whatever form, pertaining to the business of the Company that is not generally known outside of the Company, or that is known outside of the Company through improper means. Without limiting the foregoing definition, Confidential Information includes, but is not limited to: (i) technical information, formulas, teaching and development techniques, methodologies, processes, trade secrets, computer programs, electronic codes, designs, product development information, inventions, improvements, and research projects; (ii) information about finances, costs, profits, markets, proposals, sales, and lists of customers or clients; (iii) business, marketing, and strategic plans; and (iv) employee personnel files and compensation information.

(b)               Non-Disclosure of Confidential Information : During the Employment Period, Executive agrees to hold all Confidential Information in strict confidence and trust for the sole benefit of the Company and Executive agrees that Executive will not disclose any Confidential Information, directly or indirectly, to anyone outside of the Company, and Executive will not use, copy, publish, summarize, or remove from Company premises Confidential Information except to the extent necessary to carry out Executive’s responsibilities as an employee of the Company. After Executive’s employment with the Company ends, Executive will not, directly or indirectly, use or disclose any Confidential Information to any person or entity, except as authorized in advance by an officer of the Company in writing. The restrictions in this subparagraph, however, will not apply to Confidential Information that is or has become known to the public generally through no fault of or breach by Executive, or was previously known to Executive other than as a result of employment with the Company.

(a)               Non-Solicitation of Employees : Executive agrees that, during the Employment Period, and for a period of twenty-four (24) months following the termination of Executive’s employment, regardless of the reason for such termination, Executive will not, directly or indirectly, solicit, or attempt to solicit, for employment, with Executive or with any other person or entity, any employee of the Company.

(b)               Non-Solicitation of Customers or Financing Relationships : Executive agrees that, during the Employment Period, and for a period of twelve months following the termination of Executive’s employment, regardless of the reason for such termination, Executive will not, directly or indirectly, solicit any business that the Company was engaged in during the twelve (12) months prior to Executive’s termination, for Executive, or for any other person or entity, from any client or financing relationship of the Company with which Executive had contact within the twelve (12) months prior to the termination of Executive’s employment with the Company or concerning which Executive had access to Confidential Information, during and by virtue of Executive’s employment with the Company.

(a)                Mediation . Should the Parties to this Agreement have any dispute as to any aspect of this Agreement, or arising out of, or related to or connected with Executive’s employment, compensation or benefits, or the termination thereof, the Parties will make a good faith attempt to resolve any and all claims and disputes by submitting them to mediation in Minneapolis, Minnesota before resorting to arbitration or any other dispute resolution procedure. The mediation of any claim or dispute must be conducted in accordance with the then-current American Arbitration Association (“AAA”) national rules for the resolution of employment disputes pertaining to mediation, by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the Parties cannot agree on a mediator, then the mediator will be selected by the AAA in accordance with the criteria described in this provision. Within thirty (30) days after the selection of the mediator, the Parties and, if they choose, their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session, either party may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediation process. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. The Company shall pay the filing fees and costs for the mediator.

(b)               Arbitration . If any dispute has not been resolved by Mediation as provided in subparagraph 6(a) of this Agreement, the Parties will submit such dispute to final and binding arbitration pursuant to the then-current AAA national rules for the resolution of employment disputes before a neutral arbitrator selected from the list of Arbitrators. THE PARTIES EXPRESSLY AGREE THAT SUCH ARBITRATION SHALL BE THE EXCLUSIVE REMEDY FOR ANY DISPUTE INVOLVING THIS AGREEMENT, THE EXECUTIVE’S EMPLOYMENT, TERMINATION, COMPENSATION, OR BENEFITS AND HEREBY EXPRESSLY WAIVE ANY RIGHT THEY HAVE, OR MAY HAVE, TO A COURT TRIAL OR A JURY TRIAL OF ANY SUCH DISPUTE. In making an award, the arbitrator shall have no power to add to, delete from or modify this Agreement, or to enforce purported unwritten or prior agreements, or to construe implied terms or covenants into the Agreement. In reaching a decision, the arbitrator shall adhere to the relevant law and applicable precedent, and shall have no power to vary therefrom. In construing this Agreement, its language shall be given a fair and reasonable construction in accordance with the intention of the parties and without regard to which party drafted it. At the time of issuing a decision, the arbitrator shall (in the decision or separately) make specific findings of fact, and shall set forth such facts as support the decision, as well as conclusions of law, and the reasons and bases for the opinion. In the event the arbitrator exceeds the powers or jurisdiction here conferred, or fails to issue a decision in conformance herewith, it is specifically agreed that the aggrieved party may petition a court of competent jurisdiction to correct or vacate such award, and that the arbitrator’s act of exceeding his or her powers shall be grounds for granting such relief. If any one or more provisions of this arbitration clause shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

To the extent that either party is permitted to file any action in court that involves any aspect of this Agreement, or arises out of, or is related to or connected with Executive’s employment, compensation or benefits, or the termination thereof, the parties agree that such action must be brought in either federal court in Minnesota, or in state courts of the Fourth Judicial District (Hennepin County), and the parties irrevocably consent to jurisdiction and venue in such courts.

Should any arbitration or litigation commence between the parties concerning this Agreement or the rights and obligations of either party, whether it be an action for damages, equitable or declaratory relief, the prevailing party in any arbitration or litigation shall be entitled to, as an element of its costs, in addition to other relief as may be granted by the arbitrator or court, reasonable sums as and for attorneys’ fees, or such prevailing party may recover such attorneys’ fees in a separate action brought for that purpose, in accordance with applicable law.

(a)               All payments required to be made by the Company to Executive (or his heirs, executors, administrators, or estate) shall be subject to the withholding of such amounts, if any, relating to federal, state and local taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law, regulation or order.

(b)               The Company’s or Executive’s refraining from exercising any right under this Agreement for a reasonable period of time when it is permissible for the Company or Executive to exercise such right shall not constitute a waiver by either of them of any such right, unless so provided in a writing signed by both Parties and shall not prevent the Company or Executive from exercising any such right at any time.

(c)               Executive agrees to keep the financial terms of this Agreement confidential; provided, however, that Executive may disclose the financial terms of this Agreement to his attorney, accountant, financial advisor and spouse, and to government agencies for the purpose of payment or collection of taxes or application for unemployment compensation benefits. Executive may also disclose the financial terms of this Agreement if required to do so by lawful subpoena, in any proceeding to enforce the terms of this Agreement, or in any mediation or arbitration under the terms of this Agreement. Executive may also disclose the existence and terms of the covenants in paragraphs 4 and 5 of this Agreement to any prospective or subsequent employer.

(d)               If any claim is asserted or any litigation is threatened or pursued against Executive by a previous employer or an affiliate of a previous employer related to Executive’s previous employment, the Company shall either: (i) defend and indemnify Executive, and hold Executive harmless, against and in respect of any and all such demands, judgments, costs, and expenses (including reasonable attorneys’ fees), losses, and damages arising from such claim or litigation; or (ii) terminate Executive’s employment Without Cause as provided under subparagraph 3(b) of this Agreement.

(e)               Notwithstanding anything in this Agreement to the contrary, all payments to be made upon a termination of employment under this Agreement shall only be made upon a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”). To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-l(b)(4)(or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. With respect to any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and its implementing regulations and guidance, (i) the expenses eligible for reimbursement or in-kind benefits provided to the Executive must be incurred during the Employment Period (or applicable survival period), (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (iii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iv) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

(f)               All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by Federal Express or UPS next-day delivery, or by certified express mail, return receipt requested, postage prepaid, to the parties to this Agreement as the following addresses or to such other address as either party may specify by notice to the other:

If to the Company:

Chief Executive Officer

GWG Holdings, Inc.

220 S 6th St #1200

Minneapolis, MN 55415

If to the Executive:

William B. Acheson

7255 Laketown Parkway

Waconia, MN, 55387

952-201-9211

(a)               Prior Obligations : Executive represents and warrants that he is free to enter into this Agreement and accept employment with the Company upon the terms and conditions set forth in this Agreement, and that the terms and conditions in this Agreement will not cause Executive to violate any obligation that Executive owes to any prior employer.

(b)              Information of Others : During Executive’s employment with the Company, Executive will not disclose to the Company, or use, or induce the Company to use, any confidential or proprietary information of any prior employer in violation of any obligation that Executive owes to such prior employer.

EXHIBIT A

The duties and responsibilities will include those duties and responsibilities normally associated with and appropriate for someone in the position of Chief Financial Officer and Executive Vice President shall include, but not be limited, to:

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Exhibit 10.2

GWG HOLDINGS, INC.

EXECUTIVE STOCK OPTION AGREEMENT

This Executive Stock Option Agreement (this “ Agreement ”) is made and entered into as of June 29, 2017, by and between GWG Holdings, Inc., a Delaware corporation (the “ Company ”), and William B. Acheson (“ Optionee ”), an executive officer of the Company or one of its subsidiaries.

BACKGROUND

The Company has adopted the GWG Holdings, Inc. 2013 Stock Incentive Plan (as amended, the “ Plan ”) pursuant to which shares of Company common stock have been reserved for issuance under the Plan. Optionee is an executive officer of the Company or one of its subsidiaries and will perform substantial work on behalf of the Company or its subsidiaries. The Company desires to provide Optionee an option to purchase certain shares of Company common stock upon the terms and conditions set forth herein.

AGREEMENT

Now, Therefore , the parties hereby agree as follows:

1.        Incorporation of Plan by Reference . The terms and conditions of the Plan, a copy of which has been earlier delivered to Optionee, are hereby incorporated into this Agreement by this reference. In particular, the provisions of Section 9.13 of the Plan, respecting any sale of the Company, govern the terms and conditions of this Agreement. In the event of any direct conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control. By its terms, the Plan may be amended subsequent to the date of this Agreement, in which case the Plan as so amended shall continue to govern and control the terms and conditions of this Agreement in the case of any direct conflict or inconsistency.

2.        Grant of Option; Exercise Price . Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants to Optionee, from the Plan, the right and option (the “ Option ”) to purchase all or any part of an aggregate of 75,000 shares of Company common stock, $.001 par value per share (the “ Shares ”), at the per-Share exercise price of $10.20 (the “ Exercise Price ”).

3.        Exercisability and Vesting of Option . The Option shall be exercisable only to the extent that all, or any portion thereof, has vested. Except as provided in Section 5 below, the Option shall vest in the manner described in the table below, but only for so long as Optionee continues to serve as an executive officer of the Company or one of its subsidiaries.

4.        Term of Option . Subject to the provisions of Section 5 below, the Option shall be exercisable, to the extent it is then vested, for 10 years from the date of this Agreement.

5.        Events Affecting the Vesting and Term of the Option . The events described in the following paragraphs shall alter the provisions of Sections 3, Section 4, or both, as set forth below:

(a)        Sale Transaction . If a “Sale Transaction,” as defined in the Plan, occurs and the acquiring entity or successor to the Company does not assume the obligations of the Company under this Option or replace this Option with a substantially equivalent incentive award, then the entirety of this Option will vest as to all Shares and become immediately exercisable in full and will remain so exercisable until the termination of this Option as specified in Section 4 above, regardless of whether the Optionee thereafter remains in the service of the Company or one of its subsidiaries; provided, however, that the “Committee,” as defined in the Plan, may in its sole discretion and without the consent of the Optionee, determine that Optionee will receive that cash consideration, if any, as is described in Section 9.13(b) of the Plan (but only after giving effect to the vesting in full of this Option immediately prior to the Sale Transaction).

(b)        Mandatory Retirement . If the Company establishes a mandatory retirement age applicable to Optionee, as a result of which Optionee’s service to the Company as an executive officer of the Company or one of its subsidiaries ends, then the entirety of this Option will vest as to all Shares and become immediately exercisable in full and will remain so exercisable until the termination of this Option as specified in Section 4 above.

(c)        Death or Disability . If Optionee dies or becomes disabled during his or her term of service as an executive officer of the Company or one of its subsidiaries, then (i) the entirety of this Option will vest as to all Shares and become immediately exercisable in full, and (ii) Optionee or his or her legal representative may exercise this Option until the earlier of (A) 12 months after the death or disability of Optionee, as applicable, or (B) the expiration of the Option as set forth in Section 4 above.

(d)        Termination of Service (Other Than Upon Death or Disability) . If the service of Optionee as an executive officer of the Company or one of its subsidiaries terminates for any reason other than (i) a termination arising by virtue of Optionee’s death or disability (which situation is governed by paragraph (c) above), or (ii) a termination arising by virtue of a mandatory retirement (which situation is governed by paragraph (b) above), or (iii) a termination governed by paragraph (e) below, then Optionee may exercise the Option only to the extent then vested at the time of the termination of service, but such right of exercise shall expire upon the earlier of (A) three months after the termination of service, or (B) the expiration of the Option as set forth in Section 4 above.

(e)        Termination of Service for Cause . In any situation where a termination of service arises upon the removal of Optionee from service as an executive officer of the Company or one of its subsidiaries for “cause” under an applicable employment agreement, or upon Optionee’s voluntary termination of service under circumstances constituting “cause” under an applicable employment agreement, then all rights under this Option shall immediately terminate as of the date of termination of service.

6.        Method of Exercising Option . Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s Board of Directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 11. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

7.        Rights of Option Holder . As holder of the Option, Optionee shall not have any of the rights of a stockholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to Optionee upon the due exercise of all or any part of the Option.

8.        Transferability . The Option shall not be transferable except to the extent permitted by Section 9.3 of the Plan.

9.        Optionee Representations . Optionee hereby represents and warrants to the Company that Optionee has reviewed with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee further understands that, as to matters involving an interpretation under the Plan, the Board of Directors of the Company (or an applicable committee thereof) has complete authority to definitively interpret the Plan, which interpretation shall be final, conclusive and binding upon the Optionee.

10.      Securities Law Matters . Optionee acknowledges that the Shares to be received upon any exercise of the Option may not have been registered under the Securities Act of 1933 or the applicable securities laws of any state (collectively, the “ Securities Laws ”). If such Shares shall have not been so registered, Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Laws, the Shares received by Optionee or to assist Optionee in complying with any exemption from such registration if Optionee should at a later date wish to dispose of the Shares. Optionee acknowledges that, if not then registered under the Securities Laws, any certificates representing the Shares shall bear a legend restricting the transferability thereof in substantially the following form:

The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws. In its discretion, the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company.

11.      Notices . All notices and other communications required under this Agreement will be in writing and will be deemed to have been duly given two days after mailing, via certified mail return-receipt requested, to the applicable party at the following addresses:

12.      Dispute Resolution .

(a)       The parties will endeavor to resolve any disputes relating to the Agreement through amicable negotiations. Failing an amicable settlement, any controversy, claim or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach of this Agreement, will finally be settled by binding arbitration before a single arbitrator (the “ Arbitration Tribunal ”) jointly appointed by the parties. The Arbitration Tribunal shall self-administer the arbitration proceedings using the Commercial Rules of the American Arbitration Association (“ AAA ”); provided, however, the AAA shall not be involved in administration of the arbitration. The arbitrator must be a retired judge of a state or federal court of the United States or a licensed lawyer with at least 15 years of corporate or commercial law experience and have at least an AV rating by Martindale Hubbell. If the parties cannot agree on an arbitrator, either party may request a court of competent jurisdiction to appoint an arbitrator, which appointment will be final.

(b)       The arbitration will be held in Minneapolis, Minnesota. Each party will have discovery rights as provided by the Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that all such discovery will be commenced and concluded within 45 days of the selection of the arbitrator. It is the intent of the parties that any arbitration will be concluded as quickly as reasonably practicable. Once commenced, the hearing on the disputed matters will be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator will use all reasonable efforts to issue the final written report containing award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Article will not be a basis for challenging the award. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party will bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal. The Arbitration Tribunal shall award attorneys’ fees and other related costs payable by the losing party to the successful party. This Agreement will be enforceable, and any arbitration award will be final and non-appealable, and judgment thereon may be entered in any court of competent jurisdiction.

13.      General Provisions .

(a)       The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(b)       Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation, other than the parties hereto, any rights or benefits under or by reason of this Agreement.

(c)       Each party agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.

(d)       This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

(e)       This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Minnesota applicable to contracts executed and to be performed therein, and without regard to any of such state’s conflicts-of-law provisions.

* * * * * * *

In Witness Whereof , the undersigned have executed this Executive Stock Option Agreement as of the date first written above.

Signature Page – Executive Stock Option Agreement

NOTICE OF EXERCISE

GWG HOLDINGS, INC.

EXECUTIVE STOCK OPTION AGREEMENT

(To be signed only upon exercise of stock option)

Pursuant to an Executive Stock Option Agreement dated as of June 29, 2017 (the “Option Agreement”), the undersigned is the holder of an option (the “Option”) to purchase up to 75,000 shares of common stock, $.001 par value per share, of GWG Holdings, Inc., a Delaware corporation (the “Company”). In accordance with the terms of the Option Agreement, the undersigned hereby irrevocably elects to exercise the Option with respect to ____________ shares of common stock and to purchase such shares from the Company, and herewith makes payment of $____________ therefor:

The undersigned requests that the certificate(s) for such shares be issued in the name of ______________________________, and be delivered to ______________________________, whose address is set forth below the signature of the undersigned.

Dated:                                               

Exhibit 10.3

GWG HOLDINGS, INC.

EXECUTIVE STOCK OPTION AGREEMENT

This Executive Stock Option Agreement (this “ Agreement ”) is made and entered into as of June 29, 2017, by and between GWG Holdings, Inc., a Delaware corporation (the “ Company ”), and William B. Acheson (“ Optionee ”), an executive officer of the Company or one of its subsidiaries.

BACKGROUND

The Company has adopted the GWG Holdings, Inc. 2013 Stock Incentive Plan (as amended, the “ Plan ”) pursuant to which shares of Company common stock have been reserved for issuance under the Plan. Optionee is an executive officer of the Company or one of its subsidiaries and will perform substantial work on behalf of the Company or its subsidiaries. The Company desires to provide Optionee an option to purchase certain shares of Company common stock upon the terms and conditions set forth herein.

AGREEMENT

Now, Therefore , the parties hereby agree as follows:

1.        Incorporation of Plan by Reference . The terms and conditions of the Plan, a copy of which has been earlier delivered to Optionee, are hereby incorporated into this Agreement by this reference. In particular, the provisions of Section 9.13 of the Plan, respecting any sale of the Company, govern the terms and conditions of this Agreement. In the event of any direct conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control. By its terms, the Plan may be amended subsequent to the date of this Agreement, in which case the Plan as so amended shall continue to govern and control the terms and conditions of this Agreement in the case of any direct conflict or inconsistency.

2.        Grant of Option; Exercise Price . Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants to Optionee, from the Plan, the right and option (the “ Option ”) to purchase all or any part of an aggregate of 75,000 shares of Company common stock, $.001 par value per share (the “ Shares ”), at the per-Share exercise price of $10.20 (the “ Exercise Price ”).

3.        Exercisability and Vesting of Option . The Option shall be exercisable only to the extent that all, or any portion thereof, has vested. Except as provided in Section 5 below, the Option shall vest in the manner described in the table below, but only for so long as Optionee continues to serve as an executive officer of the Company or one of its subsidiaries.

Performance Criteria:

4.        Term of Option . Subject to the provisions of Section 5 below, the Option shall be exercisable, to the extent it is then vested, for 10 years from the date of this Agreement.

5.        Events Affecting the Vesting and Term of the Option . The events described in the following paragraphs shall alter the provisions of Sections 3, Section 4, or both, as set forth below:

(a)        Sale Transaction . If a “Sale Transaction,” as defined in the Plan, occurs and the acquiring entity or successor to the Company does not assume the obligations of the Company under this Option or replace this Option with a substantially equivalent incentive award, then the entirety of this Option will vest as to all Shares and become immediately exercisable in full and will remain so exercisable until the termination of this Option as specified in Section 4 above, regardless of whether the Optionee thereafter remains in the service of the Company or one of its subsidiaries; provided, however, that the “Committee,” as defined in the Plan, may in its sole discretion and without the consent of the Optionee, determine that Optionee will receive that cash consideration, if any, as is described in Section 9.13(b) of the Plan (but only after giving effect to the vesting in full of this Option immediately prior to the Sale Transaction).

(b)        Mandatory Retirement . If the Company establishes a mandatory retirement age applicable to Optionee, as a result of which Optionee’s service to the Company as an executive officer of the Company or one of its subsidiaries ends, then the entirety of this Option will vest as to all Shares and become immediately exercisable in full and will remain so exercisable until the termination of this Option as specified in Section 4 above.

(c)        Death or Disability . If Optionee dies or becomes disabled during his or her term of service as an executive officer of the Company or one of its subsidiaries, then (i) the entirety of this Option will vest as to all Shares and become immediately exercisable in full, and (ii) Optionee or his or her legal representative may exercise this Option until the earlier of (A) 12 months after the death or disability of Optionee, as applicable, or (B) the expiration of the Option as set forth in Section 4 above.

(d)        Termination of Service (Other Than Upon Death or Disability) . If the service of Optionee as an executive officer of the Company or one of its subsidiaries terminates for any reason other than (i) a termination arising by virtue of Optionee’s death or disability (which situation is governed by paragraph (c) above), or (ii) a termination arising by virtue of a mandatory retirement (which situation is governed by paragraph (b) above), or (iii) a termination governed by paragraph (e) below, then Optionee may exercise the Option only to the extent then vested at the time of the termination of service, but such right of exercise shall expire upon the earlier of (A) three months after the termination of service, or (B) the expiration of the Option as set forth in Section 4 above.

(e)        Termination of Service for Cause . In any situation where a termination of service arises upon the removal of Optionee from service as an executive officer of the Company or one of its subsidiaries for “cause” under an applicable employment agreement, or upon Optionee’s voluntary termination of service under circumstances constituting “cause” under an applicable employment agreement, then all rights under this Option shall immediately terminate as of the date of termination of service.

6.        Method of Exercising Option . Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s Board of Directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 11. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

7.        Rights of Option Holder . As holder of the Option, Optionee shall not have any of the rights of a stockholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to Optionee upon the due exercise of all or any part of the Option.

8.        Transferability . The Option shall not be transferable except to the extent permitted by Section 9.3 of the Plan.

9.        Optionee Representations . Optionee hereby represents and warrants to the Company that Optionee has reviewed with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee further understands that, as to matters involving an interpretation under the Plan, the Board of Directors of the Company (or an applicable committee thereof) has complete authority to definitively interpret the Plan, which interpretation shall be final, conclusive and binding upon the Optionee.

10.        Securities Law Matters . Optionee acknowledges that the Shares to be received upon any exercise of the Option may not have been registered under the Securities Act of 1933 or the applicable securities laws of any state (collectively, the “ Securities Laws ”). If such Shares shall have not been so registered, Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Laws, the Shares received by Optionee or to assist Optionee in complying with any exemption from such registration if Optionee should at a later date wish to dispose of the Shares. Optionee acknowledges that, if not then registered under the Securities Laws, any certificates representing the Shares shall bear a legend restricting the transferability thereof in substantially the following form:

The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws. In its discretion, the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company.

11.        Notices . All notices and other communications required under this Agreement will be in writing and will be deemed to have been duly given two days after mailing, via certified mail return-receipt requested, to the applicable party at the following addresses:

If to the Company :             GWG Holdings, Inc.

Attention: Chief Executive Officer and

Chief Financial Officer

220 South Sixth Street, Suite 1200

Minneapolis, MN 55402

Facsimile: (612) 746-0445

If to Optionee:                    William B. Acheson

7255 Laketown Parkway

Waconia, MN 55387

12.        Dispute Resolution .

(a)       The parties will endeavor to resolve any disputes relating to the Agreement through amicable negotiations. Failing an amicable settlement, any controversy, claim or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach of this Agreement, will finally be settled by binding arbitration before a single arbitrator (the “ Arbitration Tribunal ”) jointly appointed by the parties. The Arbitration Tribunal shall self-administer the arbitration proceedings using the Commercial Rules of the American Arbitration Association (“ AAA ”); provided, however, the AAA shall not be involved in administration of the arbitration. The arbitrator must be a retired judge of a state or federal court of the United States or a licensed lawyer with at least 15 years of corporate or commercial law experience and have at least an AV rating by Martindale Hubbell. If the parties cannot agree on an arbitrator, either party may request a court of competent jurisdiction to appoint an arbitrator, which appointment will be final.

(b)       The arbitration will be held in Minneapolis, Minnesota. Each party will have discovery rights as provided by the Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that all such discovery will be commenced and concluded within 45 days of the selection of the arbitrator. It is the intent of the parties that any arbitration will be concluded as quickly as reasonably practicable. Once commenced, the hearing on the disputed matters will be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator will use all reasonable efforts to issue the final written report containing award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Article will not be a basis for challenging the award. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party will bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal. The Arbitration Tribunal shall award attorneys’ fees and other related costs payable by the losing party to the successful party. This Agreement will be enforceable, and any arbitration award will be final and non-appealable, and judgment thereon may be entered in any court of competent jurisdiction.

13.        General Provisions .

(a)       The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(b)       Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation, other than the parties hereto, any rights or benefits under or by reason of this Agreement.

(c)       Each party agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.

(d)       This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

(e)       This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Minnesota applicable to contracts executed and to be performed therein, and without regard to any of such state’s conflicts-of-law provisions.

* * * * * * *

In Witness Whereof , the undersigned have executed this Executive Stock Option Agreement as of the date first written above.

GWG HOLDINGS, INC.

OPTIONEE

Signature Page – Executive Stock Option Agreement

NOTICE OF EXERCISE

GWG HOLDINGS, INC.

EXECUTIVE STOCK OPTION AGREEMENT

(To be signed only upon exercise of stock option)

Pursuant to an Executive Stock Option Agreement dated as of June 29, 2018 (the “Option Agreement”), the undersigned is the holder of an option (the “Option”) to purchase up to 75,000 shares of common stock, $.001 par value per share, of GWG Holdings, Inc., a Delaware corporation (the “Company”). In accordance with the terms of the Option Agreement, the undersigned hereby irrevocably elects to exercise the Option with respect to ____________ shares of common stock and to purchase such shares from the Company, and herewith makes payment of $____________ therefor:

The undersigned requests that the certificate(s) for such shares be issued in the name of ______________________________, and be delivered to ______________________________, whose address is set forth below the signature of the undersigned.