GWG Holdings, Inc. (Form: 8-K, Received: 08/14/2018 16:27:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 10, 2018

GWG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36615

Delaware		26-2222607
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

220 South Sixth Street, Suite 1200, Minneapolis, MN 55402

(Address of principal executive offices, including zip code)

(612) 746-1944

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On January 12, 2018, GWG Holdings, Inc. (the “Company” or “GWG”) and its wholly owned subsidiary GWG Life, LLC (“GWG Life”) entered into a Master Exchange Agreement with The Beneficient Company Group, L.P., a Delaware limited partnership (“Beneficient”), MHT Financial SPV, LLC, a Delaware limited liability company (“MHT SPV”), and various related trusts (the “Seller Trusts”), as amended and restated on January 18, 2018 with effect from January 12, 2018, and as further amended by the First Amendment to Master Exchange Agreement and Second Amendment to Master Exchange Agreement (as amended, the “Master Exchange Agreement”). Under the Master Exchange Agreement, GWG, on the one hand, and any of Beneficient, MHT SPV or the Seller Trusts, on the other hand, could terminate the Master Exchange Agreement prior to the closing under certain circumstances, including if the conditions to closing of the transaction had not been fulfilled by June 30, 2018 (the “Closing Conditions Date”). On March 30, 2018 and June 29, 2018, the Company, Beneficient, MHT SPV, and the Seller Trusts entered into First and Second Amendments, respectively, to the Master Exchange Agreement pursuant to which the Closing Conditions Date was ultimately extended to July 30, 2018. The material terms and conditions of the Master Exchange Agreement were described in GWG Holdings’ Current Report on Form 8-K (the “Original Form 8-K”) filed with the Securities and Exchange Commission on January 18, 2018.

On August 10, 2018, the Company, Beneficient, MHT SPV, and the Seller Trusts entered into a Third Amendment to Master Exchange Agreement. Pursuant to the Third Amendment, the parties agreed to consummate the transactions contemplated by the Master Exchange Agreement in two closings. The Third Amendment also generally deleted MHT SPV as a party to the Master Exchange Agreement.

On the first closing date, which took place on August 10, 2018 (the “Initial Transfer Date”),

	●	in consideration for GWG and GWG Life entering into the Master Exchange Agreement and consummating the transactions contemplated thereby, Beneficient, as borrower, entered into a commercial loan agreement (the “Commercial Loan Agreement) with GWG Life, as lender, in a principal amount of $200 million as more fully described below;
	●	Beneficient delivered to GWG a promissory note (the “Exchangeable Note”) in the principal amount of $162,911,379 as more fully described below;
	●	Beneficient purchased 5,000,000 shares of GWG’s Series B Convertible Preferred Stock, par value $0.001 per share and having a stated value of $10 per share (the “Convertible Preferred Stock”), for cash consideration of $50,000,000, which Beneficient is expected to transfer such Convertible Preferred Shares to the Sellers Trusts, as more fully described below;
	●	the Seller Trusts delivered to GWG 4,032,349 common units of Beneficient;
	●	GWG issued to the Seller Trusts Seller Trust L Bonds due 2023 (the “Seller Trust L Bonds”) in an aggregate principal amount of $403,234,866, as more fully described below;
	●	GWG and the Seller Trusts entered into a registration rights agreement (the “Seller Trust L Bonds Registration Rights Agreement”) with respect to the Seller Trust L Bonds received by the Seller Trusts, as more fully described below; and
	●	GWG and Beneficient entered into a registration rights agreement (the “MLP Registration Rights Agreement”) with respect to the Beneficient common units received and to be received by GWG, as more fully described below.

Under the Master Exchange Agreement, at a proposed final closing (the “Final Closing” and the date on which the final closing occurs, the “Final Closing Date”):

	●	the Seller Trusts will transfer to GWG an aggregate of 40,485,230 common units of Beneficient inclusive of 16.3 million units in full satisfaction of the Exchangeable Note;
	●	Beneficient will issue to GWG an amount of securities or other instruments, containing the same rights, preferences and privileges as the NPC-A limited partnership interests of Beneficient Company Holdings, L.P., an affiliate of Beneficient (“Beneficient Holdings”), equivalent to seven percent (7%) of the total NPC-A limited partnership interests attributable to certain of Beneficient Holdings’ founders; and
	●	GWG will deliver to the Seller Trusts up to 29.1 million shares of GWG common stock.

Immediately following the Final Closing, the Convertible Preferred Stock will convert into 5,000,000 shares of GWG common stock at $10.00 per share.

On the Final Closing Date, GWG and the Seller Trusts will also enter into a registration rights agreement (the “GWG Stock Registration Rights Agreement”) with respect to the shares of GWG common stock owned by the Seller Trusts, an orderly marketing agreement (the “Orderly Marketing Agreement”) and a stockholders agreement (the “Stockholders Agreement”). The material terms of these agreements were described in the Original Form 8-K.

The Final Closing Date is expected to take place as soon as practicable following the expiration of the 20-day period provided for in Rule 14c-2(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the mailing of GWG’s information statement on Schedule 14C (the “Information Statement”) relating to the written consent of GWG’s stockholders approving the issuance of the GWG common stock at the Final Closing.

The Third Amendment revises certain of the representations, warranties and covenants contained in the Master Exchange Agreement and adds certain additional representations, warranties and covenants. Specifically, the Third Amendment requires Beneficient to provide certain financial statements to GWG to allow GWG to comply with the disclosure requirements of the Exchange Act in connection with the Information Statement.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Commercial Loan Agreement

On August 10, 2018, in connection with the Initial Transfer Date described above in this Item 1.01 and in consideration for GWG entering into the Master Exchange Agreement and consummating the transactions contemplated thereby at the Initial Transfer Date, GWG Life, as lender, and Beneficient, as borrower, entered into the Commercial Loan Agreement.

The principal amount under the Commercial Loan Agreement is due on August 9, 2023; provided that (a) in the event Beneficient completes at least one public offering of its common units raising at least $50 million which on its own or together with any other public offering of Beneficient’s common units results in Beneficient raising at least $100 million, then the maturity date will be extended to August 9, 2028; and (b) in the event that Beneficient (i) completes at least one public offering of its common units raising at least $50 million which on its own or together with any other public offering of Beneficient’s common units results in Beneficient raising at least $100 million and (ii) at least 75% of Beneficient Holding’s total outstanding NPC-B limited partnership interests have been converted to shares of Beneficient’s common units, then the maturity date will be extended to August 9, 2033.

Repayment of the balance under the Commercial Loan Agreement is subordinated in right of payment to any of Beneficient’s commercial bank debt and to Beneficient’s obligations which may arise in connection with its NPC-B Unit limited partnership interests. Beneficient’s obligations under the Commercial Loan Agreement are unsecured.

The principal amount under the Commercial Loan Agreement bears interest at 5.00% per year; provided that the accrued interest from the Initial Transfer Date to the Final Closing Date will be added to the principal balance under the Commercial Loan Agreement. From and after the Final Closing Date, one-half of the interest, or 2.50% per year, will be due and payable monthly in cash, and (ii) one-half of the interest, or 2.50% per year, will accrue and compound annually on each anniversary date of the Final Closing Date and become due and payable in full in cash on the maturity date.

The Commercial Loan Agreement contains negative covenants that limit or restrict, subject to certain exceptions, the incurrence of liens and indebtedness by Beneficient, fundamental changes to its business and transactions with affiliates. The Commercial Loan Agreement also contains customary affirmative covenants, including, but not limited to, preservation of corporate existence, compliance with applicable law, payment of taxes, notice of material events, financial reporting and keeping of proper books of record and account.

The Commercial Loan Agreement includes customary events of default, including, but not limited to, nonpayment of principal or interest, failure to comply with covenants, failure to pay other indebtedness when due, cross-acceleration to other debt, material adverse effects, events of bankruptcy and insolvency, and unsatisfied judgments.

The foregoing description of the Commercial Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Commercial Loan Agreement, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference.

Exchangeable Note

On August 10, 2018, in connection with the Initial Transfer Date described above in this Item 1.01 and in consideration for GWG entering into the Master Exchange Agreement and consummating the transactions contemplated thereby, Beneficient issued to GWG the Exchangeable Note in the principal amount of $162,911,379. The Exchangeable Note accrues interest at a rate of 12.40% per year, compounded annually. Interest is payable in cash on the earlier to occur of the maturity date or the Final Closing Date; provided that Beneficient may, at its option, add to the outstanding principal balance under the Commercial Loan Agreement the accrued interest in lieu of payment in cash of such accrued interest thereon at the Final Closing Date (or, if earlier, the maturity date of the Exchangeable Note). The principal amount of the Exchangeable Note is payable in cash on August 9, 2023. In the event the Final Closing Date occurs on or prior to the maturity date, the principal amount of the Exchangeable Note is payable in Beneficient common units at a price equal to $10.00 per common unit. In the event the Final Closing Date occurs prior to the maturity date, Beneficient may, at its option, pay the accrued interest on the Exchangeable Note in the form of Beneficient common units or in the form of a promissory note providing for a term of up to two years and cash interest payable semi-annually at the rate of 5.00% per year.

The foregoing description of the Exchangeable Note does not purport to be complete and is qualified in its entirety by reference to the Exchangeable Note, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference.

Supplemental Indenture

On August 10, 2018, in connection with the Initial Transfer Date described above in this Item 1.01, GWG, GWG Life and Bank of Utah, as trustee (the “Trustee”), entered into a Supplemental Indenture to the Amended and Restated Indenture dated as of October 23, 2017 between GWG, GWG Life and the Trustee, as amended. The Company entered into the Supplemental Indenture to add and change certain provisions of the Amended and Restated Indenture necessary to provide for the issuance of a new class of securities titled “Seller Trust L Bonds”. The maturity date of the Seller Trust L Bonds is August 9, 2023. The Seller Trust L Bonds bear interest at 7.50% per year.

So long as the Final Closing has not occurred, the redemption price payable in respect of a redemption effected by GWG after January 31, 2019 may be paid, at GWG’s option, in the form of cash, a pro rata portion of (i) the outstanding principal amount and accrued and unpaid interest under the Commercial Loan Agreement, (ii) the outstanding principal amount and accrued and unpaid interest under the Exchangeable Note and (iii) Beneficient common units, or a combination of cash and such property. After the second anniversary of the Final Closing, the holders of the Seller Trust L Bonds will have the right to cause GWG to repurchase, in whole but not in part, the Seller Trust L Bonds held by such holder. The repurchase may be paid, at GWG’s option, in the form of cash, a pro rata portion of (i) the outstanding principal amount and accrued and unpaid interest under the Commercial Loan Agreement, (ii) the outstanding principal amount and accrued and unpaid interest under the Exchangeable Note and (iii) Beneficient common units, or a combination of cash and such property.

The Seller Trust L Bonds are senior secured obligations of GWG, ranking junior only to all senior debt of GWG, pari passu in right of payment and in respect of collateral with all “L Bonds” of GWG, and senior in right of payment to all subordinated indebtedness of GWG. Payments under the Seller Trust L Bonds are guaranteed by GWG Life.

The Seller Trust L Bonds are secured by the assets of GWG, primarily consisting of its investment in its subsidiaries, cash proceeds it receives from life insurance assets of its subsidiaries, and all other cash and investments it holds in various accounts. Substantially all of GWG’s life insurance assets are held in its subsidiary DLP IV. The Seller Trust L Bonds’ security interest is structurally subordinate to the security interest in favor of GWG’s senior secured lender, together with any future senior secured lenders of GWG. The assets of GWG Life, including proceeds it receives as distributions from DLP IV and derived from the insurance policies owned by DLP IV, are collateral for GWG Life’s guarantee of the repayment of principal and interest on the Seller Trust L Bonds. The Seller Trust L Bonds are also secured by a pledge of a majority of GWG’s outstanding common stock beneficially held by its largest stockholders.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference.

Seller Trust L Bonds Registration Rights Agreement

On August 10, 2018, in connection with the Initial Transfer Date described above in this Item 1.01, GWG and the Seller Trusts entered into the Seller Trust L Bonds Registration Rights Agreement providing each of the Seller Trusts with certain customary registration rights with respect to the Seller Trust L Bonds owned by them. Pursuant to the Seller Trust L Bonds Registration Rights Agreement, the Seller Trusts are entitled to certain customary demand registration, shelf takedown and piggyback registration rights with respect to the Seller Trust L Bonds, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns within certain periods).

The foregoing description of the Seller Trust L Bonds Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Seller Trust L Bonds Registration Rights Agreement, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference.

MLP Registration Rights Agreement

On August 10, 2018, in connection with the Initial Transfer Date described above in this Item 1.01, GWG and Beneficient entered into the MLP Registration Rights Agreement providing GWG with certain customary registration rights with respect to the Beneficient common units received and to be received by GWG pursuant to the Master Exchange Agreement. Pursuant to the MLP Registration Rights Agreement, GWG is entitled to certain customary demand registration, shelf takedown and piggyback registration rights with respect to the Beneficient common units, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns within certain periods).

The foregoing description of the MLP Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the MLP Registration Rights Agreement, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

On August 10, 2018, in connection with the Initial Transfer Date described above in Item 1.01, GWG issued and sold 5,000,000 shares of Convertible Preferred Stock to Beneficient for an aggregate purchase price of $50,000,000, or $10 per share of Convertible Preferred Stock. No underwriting discounts or commissions were paid in connection with such sale. The Convertible Preferred Stock will convert into 5,000,000 shares of GWG common stock at a conversion price of $10.00 per share immediately following the Final Closing.

The Convertible Preferred Stock were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Master Exchange Agreement and the Third Amendment contains representations to support GWG’s reasonable belief that Beneficient and the Seller Trusts had access to information concerning GWG’s operations and financial condition, that each such recipient is acquiring the securities for its own account and not with a view to the distribution thereof, and that each such recipient is an “accredited investor” as defined by Rule 501 promulgated under the Securities Act.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 10, 2018, GWG filed a Certificate of Designations for the purpose of amending its Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Convertible Preferred Stock. The Convertible Preferred Stock ranks, as to the payment of dividends and the distribution of assets upon its liquidation, dissolution or winding up: (a) junior to all other classes and series of GWG’s preferred stock, and (b) pari passu with GWG’s common stock. The Convertible Preferred Stock has no dividend rights. The Convertible Preferred Stock has no voting rights, except as required by law. The Convertible Preferred Stock will convert into 5,000,000 shares of GWG common stock at a conversion price of $10.00 per share immediately following the Final Closing. A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 8.01

Other Information.

On August 14, 2018, GWG issued a press release, a copy of which is attached to this report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

As permitted by Item 9.01(a)(4) of Form 8-K, the financial statements required by this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report must be filed.

(b) Pro Forma Financial Information.

As permitted by Item 9.01(a)(4) of Form 8-K, the pro forma financial statements required by this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report must be filed.

(d) Exhibits .

Exhibit
Number		Description
4.1		Certificate of Designations of Series B Convertible Preferred Stock
4.2		Supplemental Indenture dated as of August 10, 2018 to the Amended and Restated Indenture with Bank of Utah, dated October 23, 2017
4.3		Form of Seller Trustee L Bond Certificate (incorporated by reference to Exhibit A-2 attached to the Supplemental Indenture filed as Exhibit 4.2 to this Current Report on Form 8-K).
10.1		Third Amendment to Master Exchange Agreement, dated August 10, 2018, between GWG Holdings, Inc., GWG Life, LLC, The Beneficient Company Group, L.P., MHT Financial SPV, LLC, a Delaware limited liability company, and various related trusts
10.2		Commercial Loan Agreement, dated August 10, 2018, between GWG Holdings, Inc. and The Beneficient Company Group, L.P.
10.3		Exchangeable Note, dated August 10, 2018, from The Beneficient Company Group, L.P. to GWG Holdings, Inc. and
10.4		Registration Rights Agreement, dated August 10, 2018, between GWG Holdings, Inc. and various related trusts
10.5		Registration Rights Agreement, dated August 10, 2018, between GWG Holdings, Inc. and The Beneficient Company Group, L.P.
99.1		Press release dated as of August 14, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GWG Holdings, Inc.

Date: August 14, 2018	By:	/s/ William Acheson
	Name:	William Acheson
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Certificate of Designations of Series B Convertible Preferred Stock
4.2		Supplemental Indenture dated as of August 10, 2018 to the Amended and Restated Indenture with Bank of Utah, dated October 23, 2017
4.3		Form of Seller Trustee L Bond Certificate (incorporated by reference to Exhibit A-2 attached to the Supplemental Indenture filed as Exhibit 4.2 to this Current Report on Form 8-K).
10.1		Third Amendment to Master Exchange Agreement, dated August 10, 2018, between GWG Holdings, Inc., GWG Life, LLC, The Beneficient Company Group, L.P., MHT Financial SPV, LLC, a Delaware limited liability company, and various related trusts
10.2		Commercial Loan Agreement, dated August 10, 2018, between GWG Holdings, Inc. and The Beneficient Company Group, L.P.
10.3		Exchangeable Note, dated August 10, 2018, from The Beneficient Company Group, L.P. to GWG Holdings, Inc. and
10.4		Registration Rights Agreement, dated August 10, 2018, between GWG Holdings, Inc. and various related trusts
10.5		Registration Rights Agreement, dated August 10, 2018, between GWG Holdings, Inc. and The Beneficient Company Group, L.P.
99.1		Press release dated as of August 14, 2018.

Exhibit 4.1

CERTIFICATE OF DESIGNATION

SERIES B CONVERTIBLE PREFERRED STOCK

GWG HOLDINGS, INC.

(Pursuant to Section 151(g) of the
Delaware General Company Law)

GWG HOLDINGS, INC., a Delaware corporation (the “ Company ”), hereby certifies as of August 10, 2018 (the “ Filing Date ”), that the following resolution was duly adopted by the Board of Directors of the Company (the “ Board ”), effective as of August 8, 2018, pursuant to Section 151(g) of the Delaware General Company Law (the “ DGCL ”):

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company by the Company’s Certificate of Incorporation, and in accordance with the Delaware General Company Law, Section 151, the Board of Directors hereby states the authorized number and terms of a new class of preferred stock of the Company, to be entitled “ Series B Convertible Preferred Stock,” and fixes the relative powers, privileges, preferences and rights, and the qualifications, limitations and restrictions, thereof as follows:

1. Designation and Amount . The shares of such series shall be designated as “Series B Convertible Preferred Stock,” and the number of shares constituting the Series B Convertible Preferred Stock shall be 5,000,000. Such number of shares may be increased or decreased by resolution of the Board adopted and filed pursuant to the DGCL, Section 151(g), or any successor provision; provided, however, that no decrease shall reduce the number of authorized shares of Series B Convertible Preferred Stock to a number less than the number of such shares then outstanding plus the number of shares reserved for issuance upon the exercise of then-outstanding options, warrants, convertible or exchangeable securities or other rights for the purchase of shares of Series B Convertible Preferred Stock, if any.

2. Stated Value .

(a) Each share of Series B Convertible Preferred Stock shall have a stated value equal to $10.00 (the “ Stated Value ”). If at any time after the Filing Date, the Company shall effect a stock dividend payable in shares of Series B Convertible Preferred Stock, a subdivision of the outstanding Series B Convertible Preferred Stock into a greater number of shares of Series B Convertible Preferred Stock, or a combination of the outstanding shares of Series B Convertible Preferred Stock, by reclassification or otherwise, into a lesser number of shares of Series B Convertible Preferred Stock, then, in any such case, the Stated Value in effect immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate.

(b) Upon any adjustment of the Stated Value of the Series B Convertible Preferred Stock, then and in each such case the Company shall give written notice thereof to the registered holders of the Series B Convertible Preferred Stock, which notice shall state the Stated Value resulting from such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

3. Ranking . The Series B Convertible Preferred Stock shall rank, as to the payment of dividends and the distribution of assets of the Company upon its liquidation, dissolution or winding up: (a) junior to all other classes and series of the Company’s preferred stock, and (b) pari passu with the common stock, par value $0.001 per share, of the Company (the “ Common Stock ”).

4. Dividends . No dividends on the Series B Convertible Preferred Stock shall accrue or be paid.

5. Liquidation Preference .

(a) In the event of (i) the sale, conveyance, exchange or other disposition of all or substantially all of the assets of the Company, or (ii) the winding up or dissolution of the Company, whether voluntary or involuntary (each such event described in clause (i) or (ii), a “ Liquidation Event ”), the Board shall determine in good faith the amount legally available for distribution to stockholders after taking into account the distribution of assets among, or payment thereof over to, creditors of the Company in the manner required by the DGCL (the “ Net Assets Available for Distribution ”). The holders of the Series B Convertible Preferred Stock then outstanding shall be entitled, on a pari passu basis with holders of the Common Stock, a pro rata share (assuming the shares of Series B Convertible Preferred Stock had been converted immediately prior thereto into shares of Common Stock) of the Net Assets Available for Distribution (the “ Liquidation Amount ”). Notwithstanding the foregoing, a transaction shall not constitute a Liquidation Event if its sole purpose is (y) to change the state of the Company’s incorporation or (z) to create a holding company with substantially similar series and classes of capital shares having substantially the same terms as those that existed immediately prior to the transaction and owned in the same proportions by the persons or entities who held the Company’s securities immediately prior to such transaction, provided that such transaction shall have been approved by the Board. The holders of a majority of the shares of Series B Convertible Preferred Stock, voting as a single class, may vote to determine that any transaction constituting a Liquidation Event shall not be a Liquidation Event for purpose of this Section 5(a).

(b) In the event that any distribution contemplated in this Section shall be payable in securities or property other than cash, then the value of such distribution shall be the fair market value of such distribution as determined in good faith by the Board.

6. Voting . Except as otherwise set forth herein or as required by law, holders of the Series B Convertible Preferred Stock shall not be entitled to vote on any matter on account of their Series B Convertible Preferred Stock. Unless the DGCL requires otherwise, in the event the DGCL requires the vote of the holders of Series B Convertible Preferred Stock, voting as a separate class, to authorize an action of the Company, the affirmative vote of holders of a majority of the shares of Series B Convertible Preferred Stock then outstanding shall constitute the approval of such action by the class.

7. Conversion .

(a) Each share of Series B Convertible Preferred Stock shall automatically convert, without any action on the part of the holders thereof or the payment of any additional consideration by the holders thereof, into shares of Common Stock immediately following the “Final Closing,” as such term is defined in that certain Master Exchange Agreement, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), and further amended by the First Amendment thereto, dated April 30, 2018, the Second Amendment thereto, dated June 29, 2018, and the Third Amendment thereto, dated August 10, 2018, by and among the Company, GWG Life, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, The Beneficient Company Group, L.P., a Delaware limited partnership, MHT Financial SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the exchange trusts that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts; provided, however, that such conversion shall be subject to the satisfaction of any stockholder approval requirement under NASDAQ Rule 5635(a) and (b) and, if applicable, the expiration of the 20-day waiting period provided for in Rule 14c-2(b) under the Securities Exchange Act of 1934, as amended.

(b) Each share of Series B Convertible Preferred Stock shall, upon conversion in accordance with Section 7(a), convert into such number of shares of Common Stock as is determined by dividing the Stated Value by the Series B Conversion Price in effect at the time of conversion. The “ Series B Conversion Price ” shall initially be equal to $10.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Convertible Preferred Stock shall be converted into shares of Common Stock, shall be subject to adjustment as provided herein.

(c) No fractional shares of Common Stock shall be issued upon conversion of the Series B Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Convertible Preferred Stock the holder owns upon immediately prior to conversion and the aggregate number of shares of Common Stock issuable upon such conversion.

(d) The Company shall at all times when the Series B Convertible Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Convertible Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Convertible Preferred Stock, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in reasonable best efforts to obtain the requisite stockholder approval of any necessary amendment to the Company’s Certificate of Incorporation.

(e) Any shares of Series B Convertible Preferred Stock so converted shall be retired and cancelled, and the Company may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series B Convertible Preferred Stock accordingly.

(f) If the Company shall at any time or from time to time after the Filing Date effect a subdivision of the outstanding Common Stock, the Series B Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Filing Date combine the outstanding shares of Common Stock, the Series B Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

(g) Not later than five business days after the Final Closing (the “ Share Delivery Date ”), the Company shall deliver, or cause to be delivered, to the converting holder of Series B Convertible Preferred Stock a certificate representing the Conversion Shares or shall deliver any Conversion Shares electronically through the Depository Trust Company or another established clearing corporation performing similar functions. “ Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series B Convertible Preferred Stock in accordance with the terms hereof.

(h) The issuance of certificates for shares of the Common Stock on conversion of the Series B Convertible Preferred Stock shall be made without charge to any holder of Series B Convertible Preferred Stock for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the holders of such shares of Series B Convertible Preferred Stock and the Company shall not be required to issue or deliver such certificates unless or until the holder requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all transfer agent fees required for processing of any conversion.

8. Protective Provisions . In addition to any other vote or consent required herein or by law, the affirmative vote or written consent of holders of at least a majority of the then-outstanding shares of Series B Convertible Preferred Stock, voting together as a single class, given in writing or by vote at a meeting, shall be required for the Company to amend, modify, add, repeal or waive any provision of this Certificate of Designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series B Convertible Preferred Stock (other than an amendment solely for the purpose of increasing the number of shares of Series B Convertible Preferred Stock designated for issuance hereunder).

9. Redemption and Repurchase .

(a) After the first anniversary of the Filing Date, the Company shall have the right (but not the obligation) to redeem any or all of the shares of Series B Convertible Preferred Stock at a price per share equal to 100% of the Stated Value (the “ Redemption Price ”). In the event the Company exercises this redemption right, the Company shall deliver written notice to each holder of Series B Convertible Preferred Stock that all or part of the Series B Convertible Preferred Stock will be redeemed (the “ Company Redemption Notice ”) on a date that is no earlier than 20 and no later than 60 days after the date of the Company Redemption Notice (such date, the “ Company Redemption Date ”). On the Company Redemption Date and in accordance with this Section 9(a), the Company will, at its option, to the extent it may then lawfully do so under the DGCL (and for so long as (i) a redemption is permitted under the Company’s Certificate of Incorporation, as amended (including any certificates of designation related thereto), and (ii) such redemption does not constitute a default under any of the borrowing agreements to which the Company or any of its subsidiaries are a party or otherwise bound), redeem the shares specified in the Company Redemption Notice by paying in cash, via wire transfer of immediately available funds to an account designated in writing by the holder, an amount per share equal to the Redemption Price. If the Company elects to redeem less than all of the Series B Convertible Preferred Stock, it shall do so ratably among all holders of Series B Convertible Preferred Stock.

(b) On or before the Company Redemption Date, each holder of shares of Series B Convertible Preferred Stock whose shares are being redeemed under this Section 9 shall surrender the certificate(s) representing such shares to the Company, if any, duly endorsed, in the manner and at the place designated in the Company Redemption Notice. In the event such shares of Series B Convertible Preferred Stock are uncertificated, such holder shall deliver to the Company a stock power, duly executed and in the form to be provided by the Company together with the Company Redemption Notice.

(c) From and after the Company Redemption Date, (A) the shares identified in the Company Redemption Notice shall be cancelled on the books and records of the Company, and (B) all rights of a holder of shares of Series B Convertible Preferred Stock to be redeemed shall cease and terminate, excepting only the right to receive the Redemption Price therefor; provided, however, that the shares to be redeemed shall remain issued and outstanding, and all rights of a holder of shares of Series B Convertible Preferred Stock to be redeemed shall continue, in the event that a holder shall have delivered the required items under paragraph (b) above as of the Company Redemption Date but the Company shall not have discharged its obligation to pay the Redemption Price.

10. No Sinking Fund . The Company shall not be required to establish any sinking or retirement fund with respect to the shares of Series B Convertible Preferred Stock.

11. Loss, Theft or Destruction . Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of shares of Series B Convertible Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of any certificate representing such Series B Convertible Preferred Stock, the Company cause to be made, issued and delivered, in lieu of such lost, stolen, destroyed or mutilated shares of Series B Convertible Preferred Stock, new shares of Series B Convertible Preferred Stock of like tenor.

12. Who Deemed Absolute Owner . The Company may deem the holder in whose name the Series B Convertible Preferred Stock shall be registered upon the books and records of the Company to be, and may treat it as, the absolute owner of the Series B Convertible Preferred Stock for the purpose of the payment of the Redemption Price, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability of the Company in respect of the Series B Convertible Preferred Stock to the extent of the sum or sums so paid.

13. Notices . Unless otherwise provided herein, all notices or other communications or deliveries to be provided shall be given in writing and delivered (a) in person (b) by overnight courier, or (c) mailed by first-class mail (registered or certified, return-receipt requested), facsimile or email, to the other’s address:

If to the Company :

GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Attention: Chief Operating Officer
Facsimile: (612) 746-0445

If to a holder of Series B Convertible Preferred Stock :

such address as is shown on the books and records of the Company or such other more recent address as a holder of Series B Convertible Preferred Stock shall have provided in writing to the Company.

Notice shall be treated as given when personally received or, if sent as provided above, the effective date of the notice shall, as applicable, be the date of delivery if delivered in person, the date of the written receipt received upon delivery if delivered via overnight courier, three days after date the notice is sent if mailed by first-class mail (registered or return-receipt requested), the date on which transmitted by confirmed facsimile, or the day after the date on which transmitted via an email address of record (without receipt of any failure notice).

14. Reacquired Shares . If any Series B Convertible Preferred Stock is exchanged, redeemed, purchased or otherwise acquired by the Company in any manner, such shares shall be returned to the number of authorized but unissued shares of Series B Convertible Preferred Stock.

15. Severability . If any provision of this Certificate of Designation, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, then (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (ii) the remainder of this Certificate of Designation and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

* * * * * * *

IN WITNESS WHEREOF, GWG Holdings, Inc. has caused this Certificate of Designation to be signed by the undersigned on this 10th day of August, 2018.

	GWG HOLDINGS, INC.

	By:	William Acheson
		William Acheson
		Chief Financial Officer

Exhibit 4.2

SUPPLEMENTAL INDENTURE

dated as of August 10, 2018

AMENDED AND RESTATED INDENTURE

dated as of October 23, 2017, as amended

by and among

GWG HOLDINGS, INC., as obligor,

GWG LIFE, LLC, as Guarantor,

and

BANK OF UTAH, as trustee

Seller Trust L Bonds due 2023

THIS SUPPLEMENTAL INDENTURE, dated as of August 10, 2018, is by and among GWG Holdings, Inc., a Delaware corporation (the “ Company ”), GWG Life, LLC, a Delaware limited liability company (the “ Guarantor ”), and Bank of Utah, as trustee (the “ Trustee ”).

WHEREAS, the Company, Guarantor and Trustee have heretofore executed and delivered an Amended and Restated Indenture dated as of October 23, 2017 (the “ Original Indenture ”) providing for the issuance of debt securities of the Company (referred to in the Indenture as the “ Securities ”) in unlimited amount, of different types and in separate classes or series;

WHEREAS, on March 27, 2018, the Company, Guarantor and Trustee executed and delivered an Amendment No. 1 to Amended and Restated Indenture that amended the manner in which the “Debt Coverage Ratio,” as such term is defined in the Original Indenture, is calculated (the “ Amendment ,” and the Original Indenture, as amended by the Amendment, being hereinafter referred to simply as the “ Indenture ”);

WHEREAS, the Company and the Guarantor have entered into the Master Exchange Agreement (as such term is defined below), pursuant to which the Company has agreed, subject to certain conditions, to issue a class of Securities under the Indenture;

WHEREAS, Section 9.1(c) and Section 9.6 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of the Holders, enter into indentures supplemental to the Indenture to provide for specific terms applicable to any different type, class or series of Securities, and to add to the covenants of the Company for the benefit of the Holders of each type, class or series of Securities;

WHEREAS, the Company is entering into this Supplemental Indenture with the Trustee to add to and change certain provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder, and reflect the terms and conditions of “Seller Trust L Bonds” (as such term is defined below), which are the debt Securities to be issued in connection with the Master Exchange Agreement; and

WHEREAS, all things necessary to make the Seller Trust L Bonds, when the same shall have been executed by the Company, authenticated and delivered by the Trustee, and issued upon the terms and subject to the conditions set forth hereinafter and in the Indenture against payment therefor, the valid, binding and legal obligations of the Company, and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, in consideration of the above premises, the parties hereby agree as follows:

ARTICLE 1

APPLICATION AND EFFECT
OF SUPPLEMENTAL INDENTURE

Section 1.1 Application of this Supplemental Indenture

Notwithstanding any other provision of this Supplemental Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of, and solely apply to, the Seller Trust L Bonds.

Section 1.2 Effect of this Supplemental Indenture

With respect to the Seller Trust L Bonds only, the Indenture shall be supplemented pursuant to Article 9 thereof to establish the terms of the Seller Trust L Bonds as set forth in this Supplemental Indenture, including as follows:

(a)

The definitions set forth in Article 1 of the Indenture shall be modified to the extent provided in Article 2 of this Supplemental Indenture;

(b)

The form and terms of the securities representing the Seller Trust L Bonds required to be established pursuant to the Indenture shall be established in accordance with Sections 1.3 through Article 3 of this Supplemental Indenture;

(c)

The Seller Trust L Bonds will not entitle their Holders to make “Repurchase Requests” under the Indenture. Accordingly, Section 2.1(j) and Section 3.2 of the Indenture are not applicable to the Seller Trust L Bonds;

(d)

The Seller Trust L Bonds shall not be subject to the automatic extension provisions of the Indenture. Accordingly, Section 2.1(f), (g) and (h) are not applicable to the Seller Trust Bonds.

(e)

The Seller Trust L Bonds will be issued in connection with the Initial Transfer (as defined below) and pursuant to one or more exemptions from the registration requirements of the Securities Act. Accordingly, Section 2.2(b) of the Indenture is not applicable to the Seller Trust L Bonds.

Section 1.3 Designation and Amount of Seller Trust L Bonds

The Seller Trust L Bonds shall be known and designated as the “Seller Trust L Bonds due 2023”. The initial maximum aggregate principal amount of the Seller Trust L Bonds that may be authenticated and delivered under this Supplemental Indenture shall not exceed $403,234,866.

Section 1.4 Terms; Form of Security

(a)

The Seller Trust L Bonds shall constitute a new class of “Security” for purposes of the Indenture and this Supplemental Indenture. The Seller Trust L Bonds shall initially be in certificated form pursuant to Section 2.14 of the Indenture, and the Seller Trust L Bonds shall be in substantially the form of Exhibit A-2 attached hereto. The terms and provisions contained in the form of Seller Trust L Bonds attached as Exhibit A-2 hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Company, by its execution and delivery of this Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. The Seller Trust L Bonds may be issued in minimum denominations of $1,000.

(b)

Any of the Seller Trust L Bonds may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture or this Supplemental Indenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Seller Trust L Bonds may be listed for trading, or of any Depositary, or agreements to which the Company is subject or reasonably required by usage. Any portion of the text of any Seller Trust L Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Seller Trust L Bonds.

Section 1.5 Payment of Principal and Interest

(a)

The “ Maturity Date ” for the Seller Trust L Bonds shall be August 9, 2023.

(b)

The Seller Trust L Bonds shall bear simple interest at 7.50% per annum from and including their Issue Date, or from the most recent Payment Date on which interest has been paid or provided for until the principal thereof becomes due and payable. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Seller Trust L Bonds shall be payable monthly in arrears in U.S. Dollars on the 15th day of the calendar month next following the month for which interest is due and payable. Payments of interest shall be made to the Person in whose name a Seller Trust L Bond is registered at the close of business on the Regular Record Date immediately preceding a Payment Date.

(c)

So long as the Final Closing has not occurred, the Redemption Price payable in respect of a redemption effected by the Company pursuant to Section 3.1(a) of the Indenture after January 31, 2019 may be paid, at the option of the Company, in the form of cash, the PIK Payoff Consideration, or a combination of any such cash or property, in each case as determined by the Company in its sole discretion, in full satisfaction of the Seller Trust L Bonds to be redeemed.

(d)

(i) At least 30 days prior to the Maturity Date for the Seller Trust L Bonds, the Company will send to each Holder of Seller Trust L Bonds as of its Maturity Record Date a Notice of Maturity (via first class U.S. mail, facsimile or electronic transmission). The Notice of Maturity will notify the Holder of the Security’s pending maturity and that the Holder is entitled to make an election to receive a portion of the Applicable Cash Amount in connection with the payment of such Holder’s Seller Trust L Bonds. A Holder shall be deemed to have waived its right to receive any portion of the Applicable Cash Amount if the Holder fails to send to the Company, at least 15 days prior to the Maturity Date, a written election to receive a portion of the Applicable Cash Amount, if any (an “Applicable Cash Election”).

(ii)

Upon the Maturity Date, the Company shall repay the entire principal amount of, and accrued but unpaid interest on, the Seller Trust L Bonds, at its option, in cash, PIK Payoff Consideration, or a combination of any such cash or property, in each case as determined by the Company in its sole discretion, in full satisfaction of the Seller Trust L Bonds; provided, that all Holders who have timely submitted an Applicable Cash Election shall be entitled to receive the Applicable Cash Amount, if any, pro rata based on the ratio that the principal amount of such Holder’s Seller Trust L Bonds bears to the total amount of outstanding Seller Trust L Bonds for which a timely Applicable Cash Election was received, in cash, and the balance due, if any, in cash, PIK Payoff Consideration, or a combination of any such cash or property, in each case as determined by the Company in its sole discretion.

(e)

(i) After the second (2 ^nd ) anniversary of the date of the Final Closing, the Holders shall have the right to cause the Company to repurchase, in whole but not in part, without penalty, the Seller Trust L Bonds held by such Holder or such Holder’s beneficial interest in a Global Security, as the case may be, by delivering to the Company a repurchase request (a “ Seller Trust Repurchase Request ”); provided, however, that in the case of a Seller Trust Repurchase Request by a Beneficial Holder, such Seller Trust Repurchase Request shall be valid only if delivered through the Depositary, in its capacity as the registered Holder of the Global Security with respect to which such Beneficial Holder holds his or her beneficial interest in a Security.

(ii)

Upon receipt of a Seller Trust Repurchase Request under subsection (e)(i) above, the Company shall designate a date for the repurchase of such Seller Trust L Bond (the “ Seller Trust Repurchase Date ”), which date shall not be later than the 15th day of the month next following the month in which the Company receives a Seller Trust Repurchase Request provided pursuant to subsection (e)(i) above, a date selected by the Company but no earlier than ten days and no later than 45 days after the Company’s acceptance of the Seller Trust Repurchase Request. On the Seller Trust Repurchase Date, the Company shall pay to such Holder its pro rata share (based on the ratio that the principal amount of such Holder’s Seller Trust L Bonds bears to the total amount of outstanding Seller Trust L Bonds) of the principal amount of, and accrued and unpaid interest on, the Seller Trust L Bonds to be repurchased in cash, PIK Payoff Consideration, or a combination of any such cash or property, in each case as determined by the Company in its sole discretion, in full satisfaction of such Holder’s Seller Trust L Bonds.

(f)

All payments of principal and interest shall be made by the Company or a Paying Agent by wire transfer of immediately available funds in U.S. Dollars or delivery of the other property specified herein to the accounts of the registered Holders thereof in accordance with the provisions of this Section 1.5 of this Supplemental Indenture and Section 2.3 of the Indenture and other relevant provisions of the Indenture.

(g)

Prior to each Payment Date on any Seller Trust L Bond, the Company shall deposit with the Paying Agent sufficient funds or other authorized property to pay principal and interest then so becoming due and payable. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money or other property held by the Paying Agent for the payment of principal or interest on the Seller Trusts, and will notify the Trustee promptly in writing of any default by the Company in making any such payment. While any such default continues, the Trustee shall require a Paying Agent (if other than the Company) to pay all money or other property held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money or other property held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further liability for the money or other property delivered to the Trustee. If the Company acts as Paying Agent, then the Company shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Company shall notify the Trustee in writing at least five days before the Payment Date of the name and address of the Paying Agent if a Person other than the Trustee (or the Company) is named Paying Agent at any time or from time to time.

Section 1.6 Ranking

The Seller Trust L Bonds shall be senior secured obligations of the Company, ranking junior only to all Senior Debt of the Company, pari passu in right of payment and in respect of collateral with all “L Bonds” of the Company, and senior in right of payment to all subordinated indebtedness of the Company.

Section 1.7 ISSUANCE

The Seller Trust L Bonds shall not be validly issued to a Person until the following shall have occurred: (i) such Person has delivered to the Company or a duly authorized Agent all documentation required to be delivered under the Master Exchange Agreement, and otherwise required to establish the ability of the Company to issue the Securities in conformity with the Securities Act and other applicable securities law; (ii) the Initial Transfer under the Master Exchange Agreement shall concurrently be completed; (iii) an Account is established by the Registrar in the name of such Person as the Holder of such Security in the Securities Register; and (iv) a certificate representing the Seller Trust L Bonds has been prepared, executed and authenticated pursuant to the Indenture and this Supplemental Indenture.

Section 1.8 Transferability

The Seller Trust L Bonds shall constitute Restricted Indenture Securities under the Indenture and may be transferred solely in accordance with the terms of Section 2.6(b) of the Indenture; provided, however, that the restrictions in Section 2.6(b) shall not apply to a resale of the Seller Trust L Bonds that shall have been registered for resale pursuant to an effective registration statement under the Securities Act.

Article 2

Definitions and Incorporation by Reference

Section 2.1 Definitions

(a)

All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.

(b)

The following are definitions used in this Supplemental Indenture and to the extent that a term is defined both herein and in the Indenture, the definition in this Supplemental Indenture shall govern with respect to the Seller Trust L Bonds.

“ Amendment ” has the meaning set forth in the recitals of this Supplemental Indenture.

“ Applicable Cash Amount ” shall mean the sum of (i) the total amount of cash proceeds to the Company from the sale of Beneficient MLP Units owned by the Company as of the Initial Transfer and, if applicable, the Beneficient MLP Units issued to the Company in exchange for the Exchangeable Note, plus (ii) the total amount of cash paid to the Company by Beneficient as a principal payment in accordance with the terms of the Beneficient Loan, plus (iii) the total amount of cash paid to the Company by Beneficient as a principal payment in accordance with the terms of the Beneficient Exchangeable Note, in each case of clauses (i), (ii) and (iii) determined immediately prior to the Maturity Date.

“ Applicable Cash Election ” has the meaning set forth in Section 1.5(d)(i).

“ Beneficient ” means The Beneficient Company Group, L.P., a Delaware limited partnership.

“ Beneficient Exchangeable Note ” means that certain Exchangeable Promissory Note issued by Beneficient to the Company on August 10, 2018.

“ Beneficient Loan ” means the Commercial Loan Agreement, dated as of August 10, 2018, between the Guarantor and Beneficient.

“ Beneficient MLP Unit ” means a master limited partnership unit of Beneficient of the class issued to the Company.

“ Company ” means GWG Holdings, Inc., a Delaware corporation and the obligor hereunder.

“ Final Closing ” shall have the meaning ascribed to such term in the Master Exchange Agreement.

“ Guarantor ” means GWG Life, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.

“ Indenture ” is defined in the recitals of this Supplemental Indenture.

“ Initial Transfer ” shall have the meaning ascribed to such term in the Master Exchange Agreement.

“ Master Exchange Agreement ” means that certain Master Exchange Agreement, dated as of January 12, 2018, by and among the Company, the Guarantor, Beneficient, MHT Financial SPV, LLC and each of the Exchange Trusts set forth on Schedule I thereto, as amended by the First Amendment to Master Exchange Agreement, dated as of April 30, 2018, the Second Amendment to Master Exchange Agreement, dated as of June 29, 2018, and the Third Amendment to Master Exchange Agreement, dated as of August 10, 2018, and as may be further amended or restated from time to time on or after the date hereof.

“ Maturity Date ” has the meaning set forth in Section 1.5(a) hereof.

“ Original Indenture ” has the meaning set forth in the recitals of this Supplemental Indenture.

“ PIK Payoff Consideration ” means a pro rata portion (based on the ratio of the principal amount of Seller Trust L Bonds to be redeemed, repurchased or retired on the Maturity Date, as applicable, bears to the total principal amount of Seller Trust L Bonds outstanding at the Initial Transfer) of (i) the outstanding principal amount of, and accrued and unpaid interest on, the Beneficient Loan, (ii) the outstanding principal amount of, and accrued and unpaid interest on, the Beneficient Exchangeable Note, and (iii) the lesser of (A) all of the Beneficient MLP Units owned by the Company as of the Initial Transfer (and, if applicable, the Beneficient MLP Units issued to the Company in exchange for the Exchangeable Note) and (B) such number of the Beneficient MLP Units owned by the Company that, based on the value of such Beneficient MLP Units (valued as provided below), together with the amounts in clauses (i) and (ii) and any cash payment that constitutes a part of the amounts to be paid to the Holders in connection with such redemption, repurchase or retirement, equals the principal amount of, and accrued and unpaid interest on, the Seller Trust L Bonds to be redeemed, repurchased or retired. The value of any Beneficient MLP Unit for purposes of clause (iii)(B) on the applicable Redemption Date, Seller Trust Repurchase Date or Maturity Date, shall be (y) the average of the closing price per Beneficient MLP Unit on the five (5) trading days prior to the applicable date on the principal domestic securities exchange on which the Beneficient MLP Unit are then listed, or, if there have been no sales on such exchange on any such day, the average of the highest bid and lowest asked prices at the end of such day, or if the Beneficient MLP Units are not listed on a securities exchange, the average of the highest bid and lowest asked prices for the five (5) trading days prior to such date in the domestic over-the-counter market as reported by OTC Markets Group Inc., or any successor organization, and (z) if the Beneficient MLP Units are not then listed on a securities exchange or traded in the over-the-counter market, the amount determined by an independent, nationally recognized third party valuation firm selected by the Company, which value shall be the cash price that an unaffiliated third party would pay to acquire the Beneficient MLP Units in an arm’s-length transaction without any minority discount or discount for lack of marketability, assuming Beneficient is a going concern and, to the extent applicable, taking into account comparable transactions. The costs of such third party valuation firm shall be borne 50% by the Company and 50% by the Holders of the Seller Trust L Bonds. The Beneficient MLP Units included as part of PIK Payoff Consideration may be subject to certain side-letter agreements between the Holders and third parties, but any such side-letter agreements shall not have any effect or alter the rights or obligations of the Holders or the Company under this Supplemental Indenture or the Indenture.

“ Securities ” has the meaning set forth in the recitals of this Supplemental Indenture.

“ Seller Trust L Bonds ” are the Securities authorized for issuance under this Supplemental Indenture, as described in Section 1.3 above.

“ Seller Trust Repurchase Date ” has the meaning set forth in Section 1.5(e)(ii) hereof.

“ Seller Trust Repurchase Request ” has the meaning set forth in Section 1.5(e)(ii) hereof.

“ Trustee ” has the meaning set forth in the recitals of this Supplemental Indenture.

Section 2.2 Incorporation by Reference of Trust Indenture Act

The Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of the Indenture. The following Trust Indenture Act terms have the following meanings:

“ indenture securities ” means the Seller Trust L Bonds.

“ indenture security holder ” means a Holder.

“ indenture to be qualified ” means this Supplemental Indenture.

“ indenture trustee ” or “ institutional trustee ” means the Trustee.

“ obligor ” on the indenture securities means the Company and any other obligor on the indenture securities.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

Article 3

Miscellaneous

Section 3.1 Trust Indenture Act Controls

If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 3.2 Rules by Trustee, Paying Agent and Registrar

The Trustee may make reasonable rules for action by or a meeting of Holders. The Security Registrar and the Paying Agent or co-registrar may make reasonable rules for their functions.

Section 3.3 Payment on Business Days

If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. If a Regular Record Date is not a Business Day, the Regular Record Date shall not be affected.

Section 3.4 Governing Law

THIS SUPPLEMENTAL INDENTURE AND THE Seller Trust L Bonds SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, AND WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Section 3.5 No Personal Liability of Directors, etc.

None of the Company’s directors, officers, employees, incorporators or stockholders, as such, shall have any liability for any of the Company’s obligations under the Seller Trust L Bonds, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Seller Trust L Bonds by accepting a Seller Trust L Bond waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Seller Trust L Bonds.

Section 3.6 Successors

All agreements of the Company in the Indenture and the Seller Trust L Bonds shall bind its successors. All agreements of the Trustee in the Indenture shall bind its successors.

Section 3.7 Counterparts

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

Section 3.8 Headings

The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.9 SEVERABILITY

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.10 Trustee Not Responsible for Recitals; TRUSTEE’S CAPACITY

The recitals contained herein shall be taken as statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee is executing this Supplemental Indenture solely in its capacity as Trustee and not in its individual capacity (except as expressly stated herein). The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Supplemental Indenture and perform its obligations hereunder. Furthermore, the Trustee shall not be liable for, or on account of, any of the covenants or obligations of the Trustee under this Supplemental Indenture except to the extent of its own gross negligence or willful misconduct.

Section 3.11 Adoption, Ratification and Confirmation

The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

* * * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

	OBLIGOR:

	GWG HOLDINGS, INC.

	By:	Jon R, Sabes
		Jon R. Sabes
		Chief Executive Officer

	GUARANTOR:

	GWG LIFE, LLC

	By:	Jon R, Sabes
		Jon R. Sabes
		Chief Executive Officer

	TRUSTEE:

	BANK OF UTAH
	(solely as Trustee, and not in its individual capacity)

	By:	Peggy Hawkins
		Peggy Hawkins
		Assistant Vice President

Signature Page – Supplemental Indenture

EXHIBIT A-2

FORM OF SELLER TRUST L BONDS DUE 2023

THIS SELLER TRUST L BOND DUE 2023 (THE “BOND”) OF GWG HOLDINGS, INC. (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER PROVISIONS, CONTAINS REQUIREMENTS RELATING TO ANY TRANSFER OF THIS BOND BY THE HOLDER. THE COMPANY MAY REDEEM THIS BOND, IN WHOLE OR IN PART, IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

GWG HOLDINGS, INC.

Incorporated under the Laws of Delaware

L BOND DUE 2023

Registered No.:		Registered Principal Amount: $
Issue Date: August 10, 2018		Interest Rate: 7.50% per annum
Term: Five years		Interest Payment Schedule: Monthly
Maturity Date: August 9, 2023		Payment Date (for interest): 15th day of next following month, subject to Indenture

GWG Holdings, Inc., a corporation created under the laws of the State of Delaware (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of ________________ Dollars ($_________) on the Maturity Date and to pay accrued and unpaid interest hereon from the Issue Date set forth above, or from the most recent Payment Date to which interest has been paid or duly provided for, beginning on the first Payment Date after the Issue Date (the “Initial Payment Date”) and on each subsequent Payment Date thereafter at the Interest Rate set forth above, until the principal hereof is paid or made available for payment, all subject to the terms of the Indenture. Simple interest shall accrue on the principal amount for the period from the later of the Issue Date of this Bond or the last Payment Date upon which an interest payment was made until and including the day before the following Payment Date. Capitalized terms used but not defined herein shall have the respective meanings given such terms in the Indenture. For purposes hereof, that certain Amended and Restated Indenture dated as of October 23, 2017, as first amended on March 27, 2018, and as supplemented by that certain Supplemental Indenture dated as of August 10, 2018, and as the same may be amended or supplemented from time to time in the future in accordance with its terms, is referred to as the “Indenture.”

The principal hereof is subject to optional redemption by the Company, as provided in the Indenture, and if not so redeemed, shall be due and payable in full on the Payment Date immediately following the Maturity Date, as more fully described in the Indenture. The principal and interest so payable and punctually paid or duly provided for on any Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Bond is registered (the “Holder”) at the close of business on the Regular Record Date (or Maturity Record Date, as applicable) for such Payment Date. Payment of the principal of and interest on this Bond will be made at the office of the Paying Agent, or in such other office as may be selected in accordance with the Indenture, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or other property, as provided in the Indenture, provided, however, that at the option of the Company payment of interest may be made in United States dollars by wire or by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register.

Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

No recourse shall be had for the payment of the principal or interest of this Bond against any Company incorporator, stockholder, officer, director, employee or agent by virtue of any statute or by enforcement of any assessment or otherwise; and any and all liability of incorporators, stockholders, directors, officers, employees and agents of the Company being released hereby.

IN WITNESS WHEREOF, the Company has caused this Seller Trust L Bond to be signed in its name by the manual or electronic signature of its Chief Executive Officer and attested to by the manual or electronic signature of its Secretary.

GWG HOLDINGS, INC.

By:
Name:
Title:	Date:	, 2018

ATTEST:

	Date:	, 2018
Secretary

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Seller Trust L Bonds referred to in the within-mentioned Indenture.

BANK OF UTAH, Trustee

By:
Name:
Title:	Date:	, 2018

[ REVERSE SIDE OF BOND ]

This Bond is one of a duly authorized issue of debt securities of the Company formally designated as its Seller Trust L Bonds due 2023 (the “Bonds”) to be issued under an Amended and Restated Indenture dated as of October 23, 2017, as first amended on March 27, 2018, as supplemented by that certain Supplemental Indenture dated as of August 10, 2018, and as the same may be amended or supplemented from time to time in the future in accordance with its terms (the “Indenture”), by and among the Company, GWG Life, LLC (as guarantor), and Bank of Utah, as Trustee (the “Trustee,” which term includes any successor Trustee under the Indenture). Reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and for a statement of the terms upon which the Bonds are, and are to be, authenticated and delivered. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

The Bonds are general and secured obligations of the Company. The payment of the principal of and interest on this Bond is expressly subordinated, as provided in the Indenture, to the payment of all Senior Debt and, by the acceptance of this Bond, the Holder hereof agrees, expressly for the benefit of the present and future holders of Senior Debt, to be bound by the provisions of the Indenture relating to such subordination and authorizes and appoints as such Holder’s attorney-in-fact, the Trustee, to take such action on such Holder’s behalf as may be necessary or appropriate to effectuate such subordination.

The Company may, at its option, at any time redeem this Bond either in whole or from time to time in part prior to the Maturity Date by providing at least 30 days written notice to the Holder. If this Bond shall be redeemed by call for redemption and payment be duly provided therefor as specified in the Indenture, interest shall cease to accrue on this Bond.

This Bond may be transferred and exchanged only as provided in the Indenture, which provides for the Company’s right to demand and receive an opinion of Holder’s legal counsel (which counsel shall be reasonably acceptable to the Company) that the transfer does not violate any applicable securities laws. The Company may also require a signature guarantee.

If an Event of Default shall occur and be continuing, the outstanding principal of this Bond may be declared due and payable in the manner and with the effect provided in the Indenture. The Company shall pay all costs of collection, whether or not judicial proceedings are instituted, in the manner provided in the Indenture. The Indenture provides that such declaration and its consequences may, in certain events, be waived by the Holders of a majority in principal amount of the Securities outstanding under the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of Securities at the time outstanding under the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages of the aggregate principal amount of the Securities at the time outstanding under the Indenture, on behalf of the Holders of all of such Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond.

No reference herein to the Indenture and no provision of this Bond or of the Indenture or amendment or modification hereof or thereof shall alter or impair the obligation of the Company to pay the principal of and interest on this Bond at the times, place and rate and in the coin or currency herein prescribed or in such other property as provided for in the Indenture.

In the event of a consolidation or merger of the Company into, or of the transfer of its assets substantially as an entirety to, a successor entity in accordance with the Indenture, such successor entity shall assume payment of the Bond and the performance of every covenant of the Indenture on the part of the Company, and in the event of any such transfer, the Company (or the successor entity in the event of a subsequent consolidation, merger or transfer) shall be discharged from all obligations and covenants in respect of the Bonds and the Indenture and may be dissolved and liquidated, all as more fully set forth in the Indenture.

The Bonds are originally issuable in such denominations as may be designated from time to time by the Company, but in no event in an original denomination less than $1,000. Subject to the provisions of the Indenture, the transfer of this Bond is registerable in the Securities Register, upon surrender of this Bond for registration of transfer at the office or agency of the Registrar duly endorsed by or accompanied by a written instrument of transfer in the form printed on this Bond or in another form satisfactory to the Company and the Registrar duly executed by the Holder hereof or such Holder’s attorney, duly authorized in writing, and thereupon one or more new Bonds, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Registrar may assess service charges for any such registration or transfer or exchange, and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Bond for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, whether or not this Bond be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Bond shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict-of-law provisions thereof.

GUARANTEE NOTATION

FOR VALUE RECEIVED, the Guarantor (which term includes any successor Person under the Indenture) has, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Amended and Restated Indenture dated as of October 23, 2017, as first amended on March 27, 2018, and as supplemented by that certain Supplemental Indenture dated as of August 10, 2018 (collectively, the “Indenture”), by and among GWG Holdings, Inc. (the “Company”), the Guarantor party thereto, and Bank of Utah, as trustee (the “Trustee”), (i) the due and punctual payment of the principal of, premium and interest on, these Securities, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on these Securities, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (ii) in case of any extension of time of payment or renewal of these Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

GWG LIFE, LLC

By:
Name:
Title:	Date:	, 2018

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer this Bond)

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

this Bond, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , as attorney-in-fact, to transfer the within Bond on the books kept for registration of the issuing corporation, with full power of substitution.

Dated:

Signature:

(Signature must conform in all respects to name of holder as specified on the face of the Bond)

Social Security or Other Identifying Number of Transferee:

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO MASTER EXCHANGE AGREEMENT

THIS THIRD AMENDMENT is dated as of August 10, 2018 (this “ Third Amendment ”), and amends in part that certain Master Exchange Agreement, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), and further amended by the First Amendment thereto, dated April 30, 2018 (the “ First Amendment ”), and the Second Amendment thereto, dated June 29, 2018 (the “ Second Amendment ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

WITNESSETH:

WHEREAS, the parties have entered into the Agreement, as amended to date;

WHEREAS, pursuant to and in accordance with Section 11.10 of the Agreement, the parties wish to amend the Agreement further as set forth in this Third Amendment in order to enable the parties to obtain the benefit of their bargain under the Agreement in an expedited manner in light of certain regulatory delays to the consummation of the Agreement in full.

NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

Section 1. Amendments to the Agreement .

1. The fourth WHEREAS clause is deleted in its entirety and replace with the following:

“WHEREAS, upon the terms and subject to the conditions of this Agreement, (a) GWG desires to acquire the MLP Units owned by the Seller Trusts at a price of $10.00 per unit in exchange for (i) up to 29.1 million shares of common stock, par value $0.001 of GWG (the “ GWG Common Stock ”) (subject to adjustment as set forth in Section 8.4 hereof), the resale of which shall be registered with the Securities and Exchange Commission (the “ SEC ”) and, subject to issuance, approved for listing on The NASDAQ Capital Market (“ NASDAQ ”) (the “ Stock Consideration ”), (ii) a new series of L Bonds issued by GWG (the “ GWG L Bonds ”) issued pursuant to a supplemental indenture (the “ Supplemental Indenture ”) in an aggregate principal amount of up to $403,234,866 (the “ Debt Consideration ”), (b) the Seller Trusts desire to exchange the MLP Units, on a pro rata basis based on their respective ownership of MLP Units, for such GWG Common Stock and GWG L Bonds (the Stock Consideration and the Debt Consideration, collectively, the “ Consideration ”), (iii) the Company shall issue to GWG an amount of securities or other instruments in an amount calculated in accordance with Section 2.4(a) hereof (the “ Additional Consideration ”), and (iv) GWG shall issue to the Company the Convertible Preferred Stock (as defined in Section 2.4(b) hereof);”

2. The fifth WHEREAS clause is hereby deleted in its entirety. The Parties agree further that all references to MHT Financial SPV, LLC contained in the Agreement (other than as set forth in the last sentence of Section 5.6(a) hereto), together with all rights and obligations relating thereto, are hereby deleted and that such entity shall, as of the effective date of this Third Amendment withdraw and no longer be a party to the Agreement.

3. The definition of “Transaction Agreements” in Section 1.1 is hereby deleted in its entirety and replaced with the following:

“ Transaction Agreements ” shall mean this Agreement, the Orderly Marketing Agreement, the Shareholders’ Agreement, the Commercial Loan Agreement, the Exchangeable Note, the Supplemental Indenture, as each such term is defined herein, and the registration rights agreements provided for in Sections 7.6 and 9.2(c)(iv) .

4. All references to that certain “Private Placement Memorandum, dated September 20, 2017,” shall be amended and replaced with “Private Placement Memorandum, initially dated September 20, 2017, as amended through March 12, 2018.”

5. ARTICLE II: EXCHANGES; CLOSING is hereby deleted in its entirety and replaced with the following:

Section 2.1 “ The Sale and Exchange .

(a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller Trust shall sell, assign, transfer and deliver to GWG, and GWG shall purchase and acquire from each Seller Trust, (i) those MLP Units set forth next to each Seller Trust’s name on Schedule I or as otherwise identified in writing by the Company and agreed to by GWG, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws), at a price of $10.00 per MLP Unit (the “ MLP Unit Exchange Price ”) in exchange for (A) satisfaction in full of the Exchangeable Note (as defined in Section 2.3 ) and (B) aggregate Consideration to be delivered in the form of (i) the Stock Consideration, free and clear of all Liens (other than Liens arising under the Securities Act and state securities laws), and (ii) the Debt Consideration containing the terms set forth in Exhibit A hereto or as otherwise agreed by the parties, free and clear of all Liens (other than Liens arising under the Securities Act and state securities laws), each in such amount as is set forth next to such Seller Trust’s name on Schedule I or, if not set forth therein, as otherwise identified in writing by the Company and agreed to by GWG. Such consideration shall be delivered to the Seller Trusts in two installments as follows: (i) the delivery of the Debt Consideration at the Initial Transfer (as defined in Section 2.5 below), and (ii) the delivery of the Stock Consideration and satisfaction of the Exchangeable Note at the Final Closing (as defined in Section 2.5 below).

(b) The Stock Consideration and the Debt Consideration shall be issued in such amounts and proportions as GWG, the Company and the Trust Advisors on behalf of the Seller Trusts shall determine not less than five (5) Business Days prior to the respective Closing, or such other time as shall be agreed by the parties; provided, however, that in no event shall the aggregate amount of GWG Common Stock issued as Stock Consideration exceed 29.1 million shares at a price per share of $10.00 and the aggregate principal amount of GWG L Bonds issued as Debt Consideration exceed $405 million; and provided, further, that in no event shall the aggregate Consideration received by the Seller Trusts be less than $550 million nor greater than $800 million.

Section 2.2 Commercial Loan . On the Initial Transfer Date, the Company shall enter into the Loan Agreement with GWG Life in a principal amount of $200 million, containing the principal terms as set forth in Exhibit B hereto, or as such parties shall otherwise mutually agree as set forth in the definitive Loan Agreement. The parties agree that entry into the Loan Agreement shall be in consideration for GWG and GWG Life entering into this Agreement and consummating transactions contemplated hereby and neither GWG Life or nor any of its Affiliates shall provide any cash proceeds or advances in connection with the Loan Agreement.

Section 2.3 Exchangeable Note . On the Initial Transfer Date, the Company shall deliver to GWG a promissory note (the “ Exchangeable Note ”) in the principal amount of $162,911,379. The Exchangeable Note shall accrue interest at a rate of 12.40% per annum, calculated on the basis of a 360-day year, and compounded annually on each anniversary of the Initial Transfer Date. At the earlier of the maturity date (as set forth in the Exchangeable Note) or the Final Closing, the outstanding principal balance of the Exchangeable Note (the “ Exchanged Amount ”), shall be satisfied in full by (a) the transfer by the Company to GWG of Common Units in an amount equal to the Exchanged Amount divided by the MLP Unit Exchange Price (the “ Exchangeable Note MLP Units ”) and (b) the payment in cash of all accrued interest from the Initial Transfer Date to the date of such payment (the “ Accrued Interest ”). The Company, GWG and GWG Life agree that, in lieu of payment of the Accrued Interest at the Final Closing Date (or if, earlier, the maturity date of the Exchangeable Note), the Company may, at its option, add an amount equal to such Accrued Interest to the then outstanding principal balance due under the Loan Agreement. The parties agree that the Exchangeable Note shall be in consideration for GWG entering into this Agreement and consummating transactions contemplated hereby and neither GWG or nor any of its Affiliates shall provide any cash proceeds or advances in connection with the Exchangeable Note.

Section 2.4 Additional Consideration .

(a) The Company shall issue to GWG the Additional Consideration on the Final Closing Date, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws). The Additional Consideration shall be an amount of securities or other instruments, containing the same rights, preferences and privileges as the NPC-A Unit Accounts, equivalent to seven percent (7%) of the total NPC-A Unit Accounts attributable to the Company Holdings’ founders and to Hicks Holdings Operating, LLC, based upon the estimated allocation of such Unit Accounts as of the preliminary third party valuation of Company Holdings, and subject to adjustment following the issuance of the Final Valuation (as defined below) or prior to the Final Closing Date and made on a pro rata basis with the NPC-A Unit Accounts held by Hicks Holdings Operating, LLC.

(b) The Company agrees to purchase $50 million of GWG’s convertible preferred stock (“ Convertible Preferred Stock ”), payable in cash, on the Initial Transfer Date. The Convertible Preferred Stock will be non-voting, have no dividend rights, and shall convert into GWG Common Stock (the “ Conversion Shares ”) at a conversion price of $10.00 per share immediately following the Final Closing. GWG shall take such action as is necessary to obtain the requisite approval from its Board of Directors for the terms as set out herein of the Convertible Preferred Stock and the issuance to the Company or, at the direction of the Company, to the Seller Trusts, as contemplated hereby.

Section 2.5 Closings; Deliverables.

(a) Upon the terms and subject to the conditions of this Agreement, the “ Initial Transfer ” of the transactions contemplated by this Agreement will take place as soon as practicable after the date hereof at 10:00 a.m., New York time, on such date, place and time as the parties shall mutually agree in writing (the “ Initial Transfer Date ”), provided that such date shall not be later than August 10, 2018, and the “ Final Closing ” of the transactions contemplated hereunder will take place at 10:00 a.m., New York time, on such date, place and time subsequent to the Initial Transfer as GWG and the Company shall mutually agree in writing (the “ Final Closing Date ”), provided that such date shall be as soon as practicable following the expiration of the 20-day period provided for in Rule 14c-2(b) under the Securities Exchange Act of 1934, as amended, following the mailing of the Information Statement to be prepared and delivered to GWG Stockholders in accordance with Section 7.3 hereof, it being understood that a definitive Information Statement shall be filed with the SEC and mailed to GWG Stockholders by GWG as soon as practicable following the delivery to GWG by the Company of the Company Financial Statements (as defined in Section 6.6(a) hereof). The Initial Transfer and the Final Closing may be referred to herein together as the “ Closings ” and, individually, as a “ Closin g,” as the context requires. References in the Agreement to the Closing Date shall mean the Initial Transfer Date or the Final Closing Date, as the context requires. Without limiting the generality of the foregoing, (i) for purposes of Articles III , IV and V , the term “Closing” shall mean each of the Initial Transfer and the Final Closing, (ii) for purposes of Section 6.1 , the term “Closing Date” shall mean the Final Closing Date, (iii) for purposes of Section 6.2(a) , the term “Closing Date” shall mean the Initial Transfer Date and the term “Closing” shall mean the Initial Transfer, (iv) for purposes of Section 6.2(b) and (c) , the term “Closing” shall mean the Initial Transfer (for the restrictions on any issuance and redemptions that occur on or prior to the Final Closing Date) and the Final Closing (for redemptions that occur on or after the Final Closing Date), (v) for purposes of Section 6.4(b) , the term “Closing” shall mean the Final Closing, (vi) for purposes of Section 7.5 , the term “Closing Date” shall mean the Final Closing Date, (vii) for purposes of Section 7.6 , the term “Closing” shall mean the Final Closing, (viii) for purposes of Section 8.2 , the term “Closing” shall mean the Final Closing, (xi) for purposes of Sections 8.4 and 8.8 , the term “Closing Date” shall mean each of the Initial Transfer Date and the Final Closing Date and the term “Closing” (for purposes of Section 8.4 ) shall mean each of the Initial Transfer and the Final Closing, and (x) for purposes of Sections 8.6 and 11.14 , the term “Closing” shall mean the Final Closing.

(b) At the Initial Transfer :

(i) (A) The Seller Trusts shall deliver, pro rata, to GWG a duly executed Assignment and Assumption of MLP Units, substantially in the form attached hereto as Exhibit C, evidencing the transfer of an aggregate of 4,032,349 MLP Units by the Seller Trusts, pro rata, to GWG, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); (B) in connection therewith, GWG shall execute and deliver to the Company a joinder to the Amended and Restated Limited Partnership Agreement; and (C) the Company shall record in its books and records the ownership of such MLP Units in the name of GWG;

(ii) GWG Life and the Company shall execute and deliver the Loan Agreement;

(iii) The Company shall execute and deliver the Exchangeable Note to GWG;

(iv) GWG shall deliver to each Seller Trust, pro rata, a duly executed certificate, registered in such name or names and in such amounts as shall be designated by the Trust Advisors on behalf of the Seller Trusts not less than two (2) Business Days prior to the Initial Transfer, evidencing the pro rata Debt Consideration issuable thereto;

(v) GWG shall issue the Convertible Preferred Stock to the Company or, at the Company’s direction, to the Seller Trusts, and deliver a duly executed certificate, registered in the name or names as directed by the Company;

(vi) GWG shall record in its books and records the ownership of the Debt Consideration in such name or names as specified pursuant to Section 2.5(b)(iv) ; and

(vii) The appropriate parties shall deliver the items required to be delivered pursuant to Article IX.

(i) (A) The Seller Trusts shall deliver, pro rata, to GWG a duly executed Assignment and Assumption of MLP Units, substantially in the form attached hereto as Exhibit C, evidencing the transfer of an aggregate of 40,485,230 MLP Units by the Seller Trusts, pro rata, to GWG, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); and (B) the Company shall record in its books and records the ownership of such MLP Units in the name of GWG;

(ii) The Company shall transfer to GWG the Exchangeable Note MLP Units in full satisfaction of the Exchanged Amount, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); (B) the Company shall record in its books and records the ownership of such Exchangeable Note MLP Units in the name of GWG, and shall credit GWG’s capital account associated therewith in an amount equal to the Exchanged Amount; and (C) the Company shall satisfy its obligation to pay to GWG the Accrued Interest in accordance with the terms set forth in the Exchangeable Note;

(iii) GWG shall confirm in writing the satisfaction in full by the Company of the Exchangeable Note and the cancellation thereof by GWG;

(iv) GWG shall deliver to each Seller Trust, pro rata, a duly executed stock certificate, registered in such name or names and in such amounts as shall be designated by the Trust Advisors on behalf of the Seller Trusts not less than two (2) Business Days prior to the Final Closing, and dated the Final Closing Date, evidencing the pro rata Stock Consideration issuable thereto, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws);

(v) GWG shall record in its books and records the ownership of the Stock Consideration in such name or names as specified pursuant to Section 2.5(c)(iv) ;

(vi) The Company shall issue to GWG the Additional Consideration pursuant to Section 2.4(a) ;

(vii) The appropriate parties shall deliver the items required to be delivered pursuant to Article IX; and

(viii) Immediately following the Final Closing, GWG shall (A) deliver to each holder of Convertible Preferred Stock a duly executed stock certificate, registered in such holder’s name evidencing the Conversion Shares issuable thereto, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws); and (B) cancel the corresponding shares of Convertible Preferred Stock.”

4. Section 3.2 of the Agreement is hereby amended by adding the following:

“(c) The Exchangeable Note has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (ii) as to enforceability, to general principles of equity.”

5. Section 3.6(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a) (i) The partnership interests/units authorized for issuance by the Company are an unlimited number of common units under the Amended & Restated Limited Partnership Agreement, of which 74,670,839 common units are outstanding as of the Initial Transfer Date. All of such outstanding common units have been (A) duly authorized, validly issued, fully paid and nonassessable, (B) issued in compliance in all material respects with applicable Laws and (C) issued without breach or violation of any preemptive rights or any Contract. (ii) The Company is the general partner of Company Holdings and all of Company Holdings’ classes of partnership interests/units (A) have been duly authorized and validly issued and are fully paid and non-assessable, (B) were issued in compliance in all material respects with applicable Law and (C) were not issued in breach or violation of any preemptive rights or any Contract. The NPC-A Unit Accounts to be issued to GWG as Additional Consideration shall be, as of the date of such issuance, (X) duly authorized, validly issued, fully paid and non-assessable, (Y) issued in compliance with applicable Laws, and (Z) issued without breach or violation of any preemptive rights or Contract.

6. Section 3.10 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 3.10. Financial Information . The certain unaudited financial information, including models, forecasts and projections as included in the electronic data room under the heading “August 4-5 Financial Information” (the “August 4 Information”), and as furnished to GWG, (i) fairly present in all material respects the historical, pro forma and projected financial condition and results of operations of the Company and its consolidated Subsidiaries, as the case may be, as of and for the dates thereof and the periods then ended, (ii) to the extent based on historical financial information, such historical financial information was prepared consistent with GAAP, (iii) with respect to pro forma financial information, have been properly presented consistent with GAAP and give effect to assumptions used in the preparation thereof on a reasonable basis and in good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and (iv) with respect to projected financial information, have been prepared consistent with GAAP and in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made; provided, however that the August 4 Information may be subject to adjustment as a result of the Company’s final enterprise valuation to be prepared by a third-party valuation firm (the “ Final Valuation ”). The only material adjustments to the August 4 Information in the Final Valuation will be to (a) intangible assets and (b) NPC Unit Accounts of Company Holdings.”

7. Section 3.17 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 3.17. Disclosure Documents; Acknowledgment . All written disclosure documentation furnished by or on behalf of the Company to GWG in the electronic data room in connection with the transactions contemplated by this Agreement (including documentation which amends or supersedes previously furnished information) is materially accurate as of the respective date of such documentation and does not, as of such date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Certain of the financial information in the electronic data room, including information included under the heading “August 4-5 Diligence Responses,” includes and relies upon projections, estimates, pro formas, forecasts and other forward-looking information (collectively, “ Forward-Looking Information ”) and was prepared in good faith as of its respective date in reliance upon such Forward-Looking Information. The representation and warranty set forth in this Section 3.17 with respect to financial information that includes and relies upon Forward-Looking Information shall be deemed made only as of the Initial Transfer Date and shall not apply to any such financial information if an updated version of such financial information is placed into the electronic data room prior to the Initial Transfer Date (in which case the representation and warranty shall be made solely with respect to the updated version of such financial information). The Company acknowledges and agrees that GWG and GWG Life have not made and are not making any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Article V.”

8. A new Section 3.18 of the Agreement is hereby added as follows:

“Section 3.18. MLP Units . As of the Initial Transfer Date, there have been no material changes in the terms of the MLP Units or securities of Company Holdings from the terms reflected in the Private Placement Memorandum.

9. A new Section 3.19 of the Agreement is hereby added as follows:

“Section 3.19. MLP Unit Tax Basis . The aggregate MLP Units to be transferred to GWG (i) in exchange for the GWG L Bonds, should have a tax basis determined with reference to the issue price of the GWG L Bonds, (ii) in exchange for GWG Common Stock, should have a tax basis determined with reference to the tax basis of such MLP Units in the hands of the Seller Trusts, and (iii) upon settlement of the instrument to acquire MLP Units as Additional Consideration, should have a tax basis equal to the sum of the amount paid by GWG and any amount includible in income with respect to such instrument. There is no built-in unrealized gain attributable to any property underlying the MLP Units being transferred to GWG. ”

10. Section 5.2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) The affirmative vote or consent of holders of a majority of the outstanding shares of GWG Common Stock to approve the issuance of the shares (including shares issuable upon conversion of the Convertible Preferred Stock) for purposes of NASDAQ Rules 5635(a) and (b) is the only vote or consent of any of GWG’s capital stock necessary in connection with the entry into this Agreement by GWG and the consummation of the transactions contemplated hereby, including the Closing (the “ GWG Stockholder Approval ”).”

11. Section 5.5 of the Agreement is hereby revised to replace the term “Proxy Statement” where it appears in such section with the term “Information Statement.”

12. Section 5.6(a) of the Agreement is hereby amended to add the following sentence at the end of such section:

“Notwithstanding the foregoing, GWG and GWG Life make no representation or warranty regarding the information regarding the Company, the Seller Trusts or MHT Financial SPV, LLC included or incorporated by reference in the GWG Reports.”

13. Section 5.6(f) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(f) There are no material Liabilities of GWG that would be required to be reflected on a balance sheet of GWG prepared in accordance with GAAP, except for Liabilities (a) disclosed, reflected or reserved for in GWG’s consolidated balance sheet as of December 31, 2017 (or the notes thereto) included in the GWG Reports, (b) that have arisen since the date of the most recent balance sheet included in the GWG Reports in the ordinary course of the financing and operation of the business of GWG or (c) arising under any Contract, other than as a result of a breach thereof by GWG.”

14. Sections 5.8(f) and (g) of the Agreement are hereby deleted in their entirety and replaced with the following:

“(f) The shares of GWG Common Stock to be issued to the Seller Trusts, pro rata in accordance with this Agreement, shall be (i) duly authorized and validly issued and are fully paid and nonassessable, (ii) issued in compliance with applicable Law, (iii) not issued in breach or violation of any preemptive rights or Contract, (iv) fully vested and not otherwise subject to a substantial risk of forfeiture and (v) free and clear of all Liens (other than Liens arising under the Securities Act and state securities laws).

(g) The GWG L Bonds to be issued to the Seller Trusts, pro rata in accordance with this Agreement, shall (i) be duly authorized and validly issued, (ii) be issued in compliance with the GWG Indenture and applicable Law, including the requisite approval of the Supplemental Indenture by the Indenture Trustee, (iii) entitle the registered holders to the rights and entitlements set forth therein (y) be issued free and clear of all Liens (other than Liens arising under the Securities Act and state securities laws), and (iv) constitute valid and binding obligations of GWG, enforceable in accordance with their terms subject (A) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally, (B) as to enforceability, to general principles of equity.”

15. Section 6.1 is hereby amended by (i) replacing the words “Closing Date” the first time such words appear in such section with the words “Initial Transfer Date,” and (ii) deleting the words “during the Interim Period” at the end of such section and in their place inserting the words “prior to the Final Closing Date.”

16. A new Section 6.6 of the Agreement is hereby added as follows:

“Section 6.6. The Company Financial Statements .

“(a) All financial statements of the Company provided by the Company or its Representatives for inclusion in the GWG Reports, including the definitive Information Statement (the “ Company Financial Statements ”), to the extent the same shall be required under the applicable rules and regulations of the SEC in the absence of any waiver relating thereto, shall be prepared in accordance with GAAP and comply with the SEC requirements for such SEC Report, shall fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments the impact of which is not material and the absence of complete footnotes) in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended, and shall be provided to GWG as soon as practicable after the date hereof; provided that, in the event such Company Financial Statements to be included in the definitive Information Statement or the Opening Balance Sheet (as defined below) are not delivered to GWG on or before October 31, 2018, an amount equal to $50,000 per calendar day shall accrue commencing November 1, 2018 and be payable by the Company to GWG in cash upon demand by wire transfer of immediately available funds to an account designated in writing by GWG until such Company Financial Statements or Opening Balance Sheet have been delivered. The Company agrees that the actual damages likely to result from the failure of the Company to provide such Company Financial Statements or Opening Balance Sheet are difficult to estimate as of the date of this Agreement and would be difficult for GWG to prove. Accordingly, such amounts shall be deemed liquidated damages for any such failure to compensate GWG for such failure and not a penalty and shall be nonrefundable by GWG.

(b) The Company shall deliver to GWG (A) audited annual financial statements within sixty (60) days of the Company’s fiscal year end of each year (for the prior years’ financial statements) and (B) unaudited quarterly financial statements within twenty-five (25) days of each of the Company’s quarter end (other than the fourth quarter), until the later of (i) the repayment in full of the Commercial Loan and (ii) the absence of any requirement under Regulation S-X of the Exchange Act to include Company financial information in GWG Reports. In addition, the Company shall provide GWG with an audited opening balance sheet dated as of May 31, 2018 and prepared in accordance with GAAP (the “Opening Balance Sheet”) on or before the earlier of the Final Closing Date and October 31, 2018, and shall provide audited annual financial statements for the year ended December 31, 2018 on or before the date that is sixty (60) days following such year end.”

17. A new Section 6.7 of the Agreement is hereby added as follows:

“Section 6.7. Limitations on Issuances of Equity Securities . Unless consented to by GWG (which consent will not be unreasonably withheld) and except as otherwise provided in this Agreement, until the earlier of (a) the transfer, sale or conveyance of more than eighty percent (80%) of the MLP Units owned by GWG as of the Initial Transfer or, if the Final Closing has occurred, as of the Final Closing, and (b) such time as the Company completes at least one Qualified Public Offering which on its own or together with any other public offering results in the Borrower receiving aggregate net proceeds (after underwriting discounts and commissions and offering expenses) of at least $100 million, the Company will not (and will cause each of its Affiliates not to) (i) issue any securities possessing terms that are materially different from the terms of the securities proposed to be offered under the Private Placement Memorandum, or (ii) incur bank debt on terms that are other than commercially reasonable.”

18. The last sentence of Section 7.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Notwithstanding any provision in this Agreement to the contrary, in no event shall GWG or GWG Life issue any debt or encumbrance of any nature or kind senior to the GWG L Bonds issued under this Agreement unless and until the earlier of (i) the refinancing in full of the aggregate principal amount outstanding of the GWG L Bonds issued under this Agreement and (ii) the resale of all such GWG L Bonds by each of the Seller Trusts.”

19. Section 7.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 7.3 Preparation of SEC Documents .

(a) GWG shall prepare and file with the SEC an information statement on Schedule 14C under the Exchange Act (as the same is amended or supplemented in both its preliminary and definitive forms from time to time, the “ Information Statement ”), to be sent in its definitive form to the GWG Stockholders in connection with the GWG Stockholder Approval. GWG shall use its reasonable best efforts to cause the Information Statement to comply with the rules and regulations promulgated by the SEC. As promptly as practicable after the Information Statement shall have become finalized and filed in its definitive form, GWG shall use its reasonable best efforts to cause the Information Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Information Statement will be made (in each case including documents incorporated by reference therein) by GWG without providing the Company with a reasonable opportunity to review and comment thereon and each party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. The Company will be given a reasonable opportunity to provide comment on or for the response to any SEC comments (to which reasonable and good faith consideration shall be given), including by participating with GWG or their counsel in any discussions or meetings with the SEC.

(d) If at any time prior to the Final Closing any information relating to GWG or any of its respective Affiliates, directors or officers, should be discovered by GWG which should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, GWG shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the GWG stockholders.

(e) GWG will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Information Statement, or comments thereon and responses thereto or requests by the SEC for additional information, and GWG will promptly provide the other parties with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Information Statement. GWG shall use its reasonable best efforts, after consultation with each of the other parties, to resolve all such requests or comments with respect to the Information Statement, as applicable, as promptly as reasonably practicable after receipt thereof. GWG shall notify the other parties hereto promptly of the time when the Information Statement has cleared comments and has been mailed to the GWG stockholders.

(f) All of the fees, costs and expenses incurred or payable to any other Person (other than legal fees and expenses, which shall be subject to Section 11.5 ) in connection with the preparation and filing of the Information Statement, including all of the fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Information Statement, as applicable, shall be paid by GWG.”

20. Section 7.4 of the Agreement is hereby deleted in its entirety and replaced with the following:

“ Section 7.4 . GWG Stockholder Approval . Prior to the Initial Transfer, GWG shall have obtained the GWG Stockholder Approval as contemplated by Section 5.2(b) of this Agreement.”

21. Section 7.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 7.6. Resale Registration .

(a) In connection with the Initial Transfer, GWG and the Seller Trusts will enter into a registration rights agreement in customary and negotiated form but in any event containing (i) demand registration rights affording the assigns of the Seller Trusts rights in respect to the resale registration of all of the L Bonds issued pursuant to this Agreement (subject, however, to limitations that may be imposed by any regulatory agency), and (ii) piggyback registration rights affording the assigns of the Seller Trusts the right to include (subject to customary cutback provisions) any L Bonds not otherwise included in the registration contemplated by Section 7.6(a)(i) . The Seller Trusts and their assigns shall be named express third-party beneficiaries of such registration rights agreement.

(b) In connection with the Final Closing, GWG and the Seller Trusts will enter into a registration rights agreement in customary and negotiated form but in any event containing (i) demand registration rights affording the assigns of the Seller Trusts rights in respect to the resale registration of all of the shares of GWG Common Shares issued pursuant to this Agreement (subject, however, to limitations set forth in the Orderly Marketing Agreement entered into pursuant to Section 8.6 , and subject further to limitations that may be imposed by any regulatory agency), and (ii) piggyback registration rights affording the assigns of the Seller Trusts the right to include (subject to customary cutback provisions) any shares of GWG Common Stock not otherwise included in the registration contemplated by Section 7.6(b)(i) . The Seller Trusts and their assigns shall be named express third-party beneficiaries of such registration rights agreement.”

22. Section 8.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 8.1 Consents and Approvals . Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as soon as possible following the date hereof and prior to the Initial Transfer or Final Closing, as the case may be and as provided herein, the transactions contemplated by this Agreement, including using commercially reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from Governmental Authorities prior to the Initial Transfer for the consummation of the actions contemplated herein to occur at the Initial Transfer, or the Final Closing for the consummation of the actions contemplated herein to occur at the Final Closing, (ii) avoid an Action or proceeding by any Governmental Authority, (iii) obtain all necessary consents, approvals or waivers from third parties, (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement and (v) refrain from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated by this Agreement.”

23. The lead-in portion of the first sentence of Section 8.2 of the Agreement immediately prior to clause (a) thereto is hereby deleted in its entirety and replaced with the following:

“Each of the Trust Advisors with respect to the Seller Trusts and GWG agree to enter into a shareholders’ agreement (the “ Stockholders’ Agreement ”), subject to and conditioned upon the Closing of this Agreement, relating to certain matters in connection with such Seller Trusts’ shareholding in GWG. Such agreement shall remain in effect for Trust Advisors for the benefit of each of the Seller Trusts up until the termination of the Orderly Marketing Agreement, as contemplated by Section 8.6 below, and shall contain provisions pursuant to which the Seller Trusts, and their respective assignees or transferees will agree as follows:”

24. Section 8.9 of the Agreement is hereby deleted in its entirety.

25. Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 9.1 Conditions to the Obligations of Each Party . The obligations of the Company, the Seller Trusts, GWG and GWG Life to consummate, or cause to be consummated, the transactions contemplated hereby, are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:

(a) Immediately prior to the Initial Transfer :

(i) There shall not be in force any Governmental Order or Law enjoining or prohibiting the consummation of the other transactions contemplated hereby.

(ii) The HSR waiting period (and any extension thereof) shall have expired or been terminated.

(iii) There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby.

(iv) The GWG Stockholder Approval shall have been obtained.

(b) Immediately prior to the Final Closing :

(i) The Initial Transfer shall have occurred.

(ii) There shall not be in force any Governmental Order or Law enjoining or prohibiting the consummation of the other transactions contemplated hereby.

(iii) There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby.

(iv) The waiting period under Rule 14c-2(b) for taking action by written consent shall have expired.”

26. Section 9.2 of the Agreement shall be deleted in its entirety and replaced with the following:

“Section 9.2 Conditions to the Obligation of GWG and GWG Life . The obligation of GWG and GWG Life to consummate, or cause to be consummated, the transactions contemplated hereby is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by GWG (on behalf of both GWG and GWG Life) which conditions for the Initial Transfer shall be subject to satisfaction or waiver of the conditions set forth in Section 9.2(a) , (b) and (c) and, with respect to the Final Closing, shall be subject to the satisfaction or waiver of the conditions set forth in Section 9.2(a) , (b) and (d) :

(a) Representations and Warranties .

(i) Each of the representations and warranties of (A) the Company contained in the first sentence of Section 3.1 (Organization), Section 3.2 (Due Authorization) and Section 3.16 (Brokers’ Fees), and (B) the Seller Trusts and MHT SPV contained in Section 4.1 (Organization), Section 4.2 (Due Authorization) and Section 4.10 (Brokers’ Fees) (collectively, the “ Company Specified Representations” ) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the respective Closing Date (which shall mean, as of the Initial Transfer, the Initial Transfer Date and, as of the Final Closing, the Final Closing Date) as though made on such Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case, they shall be true and correct on and as of such earlier date).

(ii) The representations and warranties of the Company contained in Section 3.6 (Capitalization) shall be true and correct as of the respective Closing Date as though made on such Closing Date.

(iii) Each of the representations and warranties of the Company and the Seller Trusts contained in this Agreement (other than the Company Specified Representations, and the representations and warranties of the Company contained in Section 3.6 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the respective Closing Date as though made on such Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case, they shall be true and correct on and as of such earlier date, or as otherwise expressly provided in Section 3.17 ), except, in either case, where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect on the Company or its Subsidiaries, as a whole.

(b) The Company and the Seller Trusts shall have complied, in all material respects, with all covenants required to be performed by them as of or prior to such Closing.

(i) GWG shall have obtained the following written consents or approvals for the transactions contemplated hereby: (A) a consent from the senior lender to GWG DLP Funding IV, LLC; (B) a consent from the holders of a majority in principal amount of outstanding GWG L Bonds to effect an amendment to the GWG Indenture for the purpose of amending the manner in which the debt-coverage ratio contained therein is calculated; (C) an approval from Bank of Utah, as trustee under the GWG Indenture, for a supplemental indenture relating to the GWG L Bonds to be issued under this Agreement, and (D) confirmation from the GWG Board, not to be unreasonably withheld or delayed, that all conditions to Closing have been reasonably satisfied.

(ii) GWG Life and the Company shall have entered into and delivered the Loan Agreement as contemplated by Section 2.2 and the Company shall have executed and delivered to GWG Life the Note (as such term is defined in the Loan Agreement).

(iii) The Company shall have executed and delivered to GWG the Exchangeable Note.

(iv) GWG and the Company shall have entered into a registration rights agreement in customary and negotiated form reasonably acceptable to the parties, but in any event containing (a) piggyback registration rights affording GWG the right to include the MLP Units (including those acquired at the Initial Transfer and those to be acquired at the Final Closing) for resale on any initial registration statement that the Company files with the SEC under the Securities Act for an initial offering, if any, of Company partnership interests/units (subject to customary cutback provisions) (the “ Initial Registration ”), and (b) demand registration rights with respect to any MLP Units the resale registration of which is not obtained through the Initial Registration.

(v) The GWG Board shall have received a fairness opinion from a nationally recognized valuation firm chosen by GWG to the effect that the transactions contemplated by this Agreement are fair, from a financial point of view, to GWG and its stockholders.

(vi) GWG shall have received a reasoned legal opinion of Willkie Farr & Gallagher LLP, special counsel to the Company, dated as of the Initial Transfer Date and in form and substance reasonably satisfactory to GWG, to the effect that the Company is not, and as a result of the consummation of the Initial Transfer will not be, required to register as an investment company under the Investment Company Act.

(vii) GWG shall have received the written opinion of Mayer Brown LLP, special tax counsel to the Company, dated as of the Initial Transfer Date and in form and substance reasonably satisfactory to GWG, to the effect that the Company will be taxed as a partnership for federal income-tax purposes after giving effect to the transactions effected at the Initial Transfer.

(viii) The Company shall have delivered to GWG a true copy of the resolutions of its respective governing board or authority, as the case may be, authorizing the execution of this Agreement and the consummation of the transactions contemplated herein, certified by the respective secretary or similar officer thereof.

(ix) Each of the Company and the Trust Advisors with respect to the Seller Trusts shall have delivered to GWG a certificate signed by a respective officer of such entity (or trustee, as the case may be), dated as of the Initial Transfer Date, certifying that the conditions applicable to it specified in Section 9.2(a) and Section 9.2(b) have been fulfilled.

(x) The Company shall have delivered to GWG a USB drive containing a copy of the contents of the electronic data room made available to GWG in connection with the transactions contemplated by this Agreement (the “Data Room”) as of the Initial Transfer Date.

(d) On the Final Closing Date:

(i) GWG and the Trust Advisors for the benefit of the Seller Trusts (together with one or more investment banks selected by and reasonably acceptable to the parties thereto) shall have entered into the Orderly Marketing Agreement respecting the resale of GWG Common Stock in final negotiated form reasonably acceptable to the parties.

(ii) GWG and the Seller Trusts shall have entered into a Stockholders’ Agreement containing, among others, the terms set forth in Section 8.2 .

(iii) GWG shall have received a bring-down of the legal opinion of Willkie Farr & Gallagher LLP delivered at the Initial Transfer pursuant to Section 9.2(c)(vi) , dated as of the Final Closing Date, and in form and substance reasonably satisfactory to GWG.

(iv) GWG shall have received a bring-down of the written opinion of Mayer Brown LLP delivered at the Initial Transfer pursuant to Section 9.2(c)(vii) , dated as of the Final Closing Date, and in form and substance reasonably satisfactory to GWG.

(v) The Company shall have delivered to GWG an officer’s certificate confirming that there has been no change, amendment or repeal of the authorizing resolutions certified pursuant to Section 9.2(c)(viii) .

(vi) Each of the Company and the Trust Advisors with respect to the Seller Trusts shall have delivered to GWG a certificate signed by a respective officer of such entity (or trustee, as the case may be), dated as of the Final Closing Date, certifying that the conditions applicable to it specified in Section 9.2(a) and Section 9.2(b) have been fulfilled.

(vii) The Company shall have delivered to GWG a USB drive containing a copy of the contents of the Data Room as of the Final Closing Date.”

27. Section 9.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 9.3 Conditions to the Obligations of Company and the Seller Trusts . The obligations of the Company and the Seller Trusts to consummate the transactions contemplated hereby are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company and the Seller Trusts which conditions for the Initial Transfer shall be subject to satisfaction or waiver of the conditions set forth in Section 9.3(a) , (b) and (c) and, with respect to the Final Closing, shall be subject to the satisfaction or waiver of the conditions set forth in Section 9.3(a) , (b) and (d) :

(a) Representations and Warranties .

(i) Each of the representations and warranties of GWG and GWG Life contained in the first and third sentences of Section 5.1 (Corporate Organization), Section 5.2 (Due Authorization) and Section 5.19 (Brokers’ Fees) (the “ GWG Specified Representations”) shall be true and correct (without giving any effect to any limitation as to “materiality” or “ Material Adverse Effect ” or any similar limitation set forth therein) in all material respects as of the respective Closing Date as though made on such Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case, they shall be true and correct on and as of such earlier date).

(ii) Each of the representations and warranties of GWG and GWG Life contained in Section 5.8 (Capitalization) shall be true and correct as of the respective Closing Date as though made on such Closing Date.

(iii) Each of the representations and warranties of GWG and GWG Life contained in this Agreement (other than the GWG Specified Representations, the representations and warranties of GWG contained in Section 5.8 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the respective Closing Date (which shall mean, as of the Initial Transfer, the Initial Transfer Date and, as of the Final Closing, the Final Closing Date) as though made on such Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case, they shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct would not a Material Adverse Effect on GWG and its Subsidiaries, as a whole.

(b) GWG and GWG Life shall have complied, in all material respects, with all covenants required to be performed by them as of or prior to such Closing.

(i) Each of GWG and GWG Life shall have delivered to each of the Company and the Seller Trusts a certificate signed by an officer of GWG and GWG Life, respectively, dated as of the Initial Transfer Date, certifying that the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.2(c)(i)(B) and (C) have been fulfilled and Section 9.2(c)(i)(A) is not applicable.

(ii) GWG shall have delivered to each of the Company and the Seller Trusts a true copy of the resolutions of the GWG Board authorizing the execution of this Agreement, the designation and issuance of the Convertible Preferred Stock, and the consummation of the transactions contemplated herein, certified by the secretary or similar officer of GWG.

(iii) GWG Life shall have delivered to each of the Company and the Seller Trusts a true copy of the resolutions of the board of managers of GWG Life authorizing the execution of this Agreement and the consummation of the transactions contemplated herein, certified by the secretary or similar officer of GWG Life.

(iv) GWG Life and the Company shall have entered into the Loan Agreement as contemplated by Section 2.2.

(v) GWG shall have executed and delivered to the Company a joinder to the Amended & Restated Limited Partnership Agreement.

(vi) GWG and the Seller Trusts shall have entered into a registration rights agreement in customary and negotiated form reasonably acceptable to the parties, but in any event containing demand and piggyback registration rights affording the Seller Trusts the right to have the GWG L Bonds registered for resale with the SEC under the Securities Act.

(vii) GWG Life shall remain a wholly owned subsidiary of GWG as of such Closing Date.

(viii) The Company shall have received a reasoned legal opinion of Mayer Brown LLP, counsel to GWG, dated as of the Initial Transfer Date and in form and substance reasonably satisfactory to the Company, to the effect that, GWG is not, and as a result of the consummation of the transaction contemplated by this Agreement will not be, required to register as an investment company under the Investment Company Act.

(ix) The GWG Stockholder Approval granted June 14, 2018, shall be in full force and effect and shall not have been rescinded, repealed or voided in any respect.

(d) On the Final Closing Date :

(i) GWG and the Trust Advisors with respect to the Seller Trusts (together with one or more investment banks selected by and reasonably acceptable to the parties thereto) shall have entered into the Orderly Marketing Agreement respecting the resale of GWG Common Stock in final negotiated form reasonably acceptable to the parties.

(ii) GWG and the Trust Advisors with respect to the Seller Trusts shall have entered into a Stockholders’ Agreement containing, among others, the terms set forth in Section 8.2 .

(iii) GWG and the Seller Trusts shall have entered into a registration rights agreement in customary and negotiated form reasonably acceptable to the parties, but in any event containing demand and piggyback registration rights affording the Seller Trusts the right to have the Stock Consideration registered for resale with the SEC under the Securities Act.

(iv) GWG shall have delivered to the Company the cancelled Exchangeable Note.

(v) Each of GWG and GWG Life shall have delivered to each of the Company and the Seller Trusts a certificate signed by an officer of GWG and GWG Life, respectively, dated as of the Final Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled.

(vi) GWG shall have delivered to each of the Company and the Seller Trusts an officer’s certificate confirming that there has been no change, amendment or repeal of the authorizing resolutions certified pursuant to Section 9.3(c)(ii) and confirming that all actions have been taken for the conversion of the Convertible Preferred Stock in accordance with its terms immediately subsequent to the Final Closing.

(vii) GWG Life shall have delivered to each of the Company and the Seller Trusts an officer’s certificate confirming that there has been no change, amendment or repeal of the authorizing resolutions certified pursuant to Section 9.3(c)(iii) .

(viii) The GWG Common Stock issuable as Stock Consideration to the Seller Trusts and the Conversion Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance.

(ix) GWG Life shall remain a wholly owned subsidiary of GWG as of such Closing Date.

(x) The Company shall have received a bring-down of the legal opinion of Mayer Brown LLP delivered pursuant to Section 9.3(c)(viii) , counsel to GWG, dated as of the Final Closing Date and in form and substance reasonably satisfactory to the Company.

(xi) The GWG Stockholder Approval granted June 14, 2018, shall be in full force and effect and shall not have been rescinded, repealed or voided in any respect.”

28. Section 10.1(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) by either the Company, the Trust Advisors on behalf of the Seller Trusts, or by GWG if this Agreement shall have failed to receive the GWG Stockholder Approval, or such has been rescinded, repealed or withdrawn prior to the Initial Transfer;”

Section 2. No Further Changes; Ratification . All other terms and provisions of the Agreement are hereby ratified in full and incorporated by reference herein, except to the extent that defined terms used throughout the Agreement shall be modified or replaced consistent with the provisions and intent of this Third Amendment.

Section 3. No Third-Party Beneficiary . This Third Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, including, without limitation, any rights of employment for any specified period, under or by reason of the Agreement or this Third Amendment.

Section 4. Entire Agreement . This Third Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Third Amendment, the Agreement shall continue in full force and effect.

Section 5. Counterparts . This Third Amendment may be executed in counterparts (and delivered by facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 6. Governing Law . This Third Amendment, and all claims or causes of action based upon, arising out of, or related to this Third Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 7. Seller Trusts and Trust Advisors . It is expressly understood and agreed that (a) this document is executed and delivered by Delaware Trust Company, not individually or personally, but solely as Trustee, pursuant to direction from the Trust Advisors and in the exercise of the powers and authority conferred and vested in Delaware Trust Company as Trustee pursuant to the Trust Agreements of the Seller Trusts (the “ Trust Agreements ”) and the Trustee is governed by and subject to the Trust Agreements and entitled to the protections, rights and benefits contained therein, (b) each of the representations, undertakings and agreements herein made on the part of the Seller Trusts and Trust Advisors is made and intended not as personal representations, undertakings and agreements by Delaware Trust Company but is made and intended for the purpose for binding only the Seller Trusts and respective trust estates (the “ Seller Trust Assets ”), (c) nothing herein contained shall be construed as creating any liability on Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Seller Trusts or Trust Advisors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Seller Trusts or Trust Advisors under this Agreement or any other related documents, and (e) under no circumstances shall the Trust Advisors be personally liable for the payment of any indebtedness or expenses or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement, all such recourse being strictly to the Seller Trust Assets.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have hereunto caused this Third Amendment to be duly executed as of the date first set forth above.

	GWG HOLDINGS, INC.

	By:	Jon Sabes
		Name: Jon Sabes
		Title: Chief Executive Officer

	GWG LIFE, LLC

	By:	Jon Sabes
		Name: Jon Sabes
		Title: Chief Executive Officer

[Signature Page to Third Amendment to Master Exchange Agreement]

IN WITNESS WHEREOF the parties have hereunto caused this Third Amendment to be duly executed as of the date first set forth above.

	THE BENEFICIENT COMPANY GROUP, L.P.

	By:	Brad K. Heppner
		Name: Brad K. Heppner
		Title: Chief Executive Officer
	MHT FINANCIAL SPV, LLC

	By:	Murray T. Holland
		Name: Murray T. Holland
		Title: Manager

	THE LT-1 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-2 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

[Signature Page to Third Amendment to Master Exchange Agreement]

IN WITNESS WHEREOF the parties have hereunto caused this Third Amendment to be duly executed as of the date first set forth above.

	THE LT-3 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-4 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-5 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-6 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

[Signature Page to Third Amendment to Master Exchange Agreement]

IN WITNESS WHEREOF the parties have hereunto caused this Third Amendment to be duly executed as of the date first set forth above.

	THE LT-7 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-8 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-9 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

	THE LT-12 EXCHANGE TRUST,

	By:	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

	By:	Alan R. Halpern
		Name: Alan R. Halpern
		Title: Vice President

[Signature Page to Third Amendment to Master Exchange Agreement]

	MURRAY T. HOLLAND, as Trust Advisor

	Murray T. Holland

	JEFFREY S. HINKLE, as Trust Advisor

	Jeffrey S. Hinkle

Exhibit 10.2

EXECUTION COPY

COMMERCIAL LOAN AGREEMENT

THIS COMMERCIAL LOAN AGREEMENT (the “Commercial Loan Agreement” or this “Agreement”) is entered into as of August 10, 2018 (the “Effective Date”), by and between The Beneficient Company Group, L.P., a limited partnership organized under the laws of the State of Delaware, as Borrower, and GWG Life, LLC, a limited liability company organized under the laws of the State of Delaware, as Lender. The Borrower and the Lender are sometimes referred to herein as the “Parties” and each, a “Party.”

WHEREAS , the Lender will hold (through an affiliate), and is expected to continue to hold, a meaningful economic interest in the Borrower, and for value received, wishes to extend financing to the Borrower in connection with the Transaction (as defined below) on the terms set out herein;

WHEREAS , the Borrower wishes to receive the financing for commercial purposes in connection with the Transaction, on the terms set out herein; and

WHEREAS , the financing described herein is the product of significant arms’ length negotiation, is structured to address the unique commercial needs of the Parties, and is not intended to be assignable to third parties without consent of the other Party or offered to the general public;

NOW, THEREFORE, FOR AND IN CONSIDERATION , the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I.

INTERPRETATION

Section 1.01 Defined Terms.

For the purposes of this Agreement:

“ Affiliate ” means, with respect to a Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person; unless otherwise specified, “Affiliate” means an Affiliate of the Borrower.

“ Alternative Asset Financing Portfolio ” means the portfolio of illiquid financial and alternative assets, including investments in private equity funds, mezzanine funds, venture capital funds, private real estate, gated hedge funds, life settlements and other similar financial and alternative assets, to be acquired by the Borrower or its subsidiaries in the ordinary course of the Borrower’s trust products and services.

“ Applicable Law ” means, anything in Section 7.05 to the contrary notwithstanding, (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of Governmental Authorities, (ii) Governmental Approval and Governmental Registration and (iii) orders, decisions, judgments and decrees, including any Governmental Order.

“ Bank Debt ” means Indebtedness for borrowed money advanced to the Borrower by any commercial bank pursuant to one or more commercial term loan and/or revolving credit facilities (including any letter of credit subfacility).

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in Minneapolis, Minnesota, Dallas, Texas or New York City, New York are authorized or required by law to close.

“ Common Trusts ” means The Collective Collateral Trust I, The Collective Collateral Trust II, The Collective Collateral Trust III, The Collective Collateral Trust IV, The Collective Collateral Trust V, The Collective Collateral Trust VI, The Collective Collateral Trust VII, and The Collective Collateral Trust VIII.

“ Default ” means any condition or event that constitutes an Event of Default or that with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“ Dollars ” and the sign “$” means the lawful currency of the United States of America.

“ EOD Material Adverse Effect ” means any event or circumstance that, individually or in the aggregate, has or would reasonably be expected to:

(A) have a material and adverse effect on the business, assets, financial condition or operations of the Borrower; or

(B) have a material and adverse effect on the ability of the Borrower to perform its obligations under this Agreement or any material contract to which it is a party, including the Master Exchange Agreement; or

(C) have a material and adverse effect on (i) the rights of, or benefits available to, the Lender under this Agreement and any other Loan Document, or (ii) the status, existence or ranking of the obligations of the Borrower hereunder resulting in or from a breach of Section 5.04 or 5.05 of this Agreement; or

(D) have an effect on the status of the Borrower which would require it to register as an investment company under the Investment Company Act.

“ Event of Default ” means any of the events specified in Section 6.01.

“ Final Closing Date ” shall have the meaning given such term in the Master Exchange Agreement.

“ Final Maturity Date ” means the Initial Final Maturity Date; provided that, at any time prior to the Initial Final Maturity Date (as such date may have been extended in accordance herewith), (a) in the event that the Borrower completes at least one Qualified Public Offering which on its own or together with any other public offering results in the Borrower receiving aggregate net proceeds (after underwriting discounts and commissions and offering expenses) of at least $100 million, then the Final Maturity Date shall be extended by five (5) years from the Initial Final Maturity Date to August 9, 2028; and (b) in the event that the Borrower (i) completes at least one Qualified Public Offering which on its own or together with any other public offering results in the Borrower receiving aggregate net proceeds (after underwriting discounts and commissions and offering expenses) of at least $100 million and (ii) at least 75% (as of the date of determination) of the total outstanding NPC-B Unit Accounts (as of such date of determination) have been converted to shares of the Borrower’s common stock, then the Final Maturity Date shall be extended by ten (10) years from the Initial Final Maturity Date to August 9, 2033. For the avoidance of doubt, in no event shall the Final Maturity Date exceed the date that is fifteen (15) years from the Effective Date.

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“ Governmental Approval ” means any authority, consent, approval, license (or the like) or exemption (or the like) of any governmental unit.

“ Governmental Authority ” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal, or any arbitral tribunal.

“ Governmental Order ” means any order, judgment, injunction, decree, writ, stipulation, compliance agreement, settlement agreement, decision, determination or award, in each case, entered by or with any Governmental Authority or arbitrator.

“ Governmental Registration ” means any registration or filing (or the like) with, or report or notice (or the like) to, any governmental unit.

“ Indebtedness ” of any Person means (a) any obligation of such Person for borrowed money; (b) any obligation of such Person evidenced by a bond, debenture, note or other similar instrument; (c) any obligations of such Person upon which interest charges are customarily paid; (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business that are not more than sixty days past due); (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; (g) any guarantees (contingent or otherwise) of the Indebtedness of others or obligations having the economic effect of guaranteeing Indebtedness of others; (h) all capital lease obligations of such Person; (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty; (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and (k) all obligations, contingent or otherwise, of such Person under hedging agreements, swap or other derivatives of any nature.

“ Initial Transfer Date ” shall have the meaning given such term in the Master Exchange Agreement.

“ Initial Final Maturity Date ” means August 9, 2023.

“ Insolvency Proceeding ” means any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other similar proceeding under any federal or state bankruptcy or similar law.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ Laws ” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“ Lender ” means (a) GWG Life, LLC, and (b) any Person (other than the Borrower or any of its Affiliates) that has been assigned any or all of the rights or obligations of the Lender pursuant to Section 7.04.

“ Liability ” of any Person means (in each case, whether with full or limited recourse) any indebtedness, liability, obligation, covenant or duty of or binding upon, or any term or condition to be observed by or binding upon, such Person or any of its assets, of any kind, nature or description, direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, whether arising under contract, Applicable Law, or otherwise, whether now existing or hereafter arising, and whether for the payment of money or the performance or non-performance of any act.

“ Lien ” means, with respect to any property or asset (or any income or profits therefrom) of any Person (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise) (a) any mortgage, lien, pledge, attachment, levy or other security interest of any kind thereupon or in respect thereof or (b) any other arrangement, express or implied, under which the same is subordinated, transferred, sequestered or otherwise identified so as to subject the same to, or make the same available for, the payment or performance of any Liability in priority to the payment of the ordinary, unsecured Liabilities of such Person. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Loan ” means the obligations of the Borrower evidenced by the Note and this Commercial Loan Agreement.

“ Loan Document Related Claim ” means any claim or dispute (whether arising under Applicable Law under contract or otherwise and, in the case of any proceeding relating to any such claim or dispute, whether civil, criminal, administrative or otherwise) in any way arising out of, related to, or connected with, the Loan Documents, the relationships established thereunder or any actions or conduct thereunder or with respect thereto, whether such claim or dispute arises or is asserted before or after the Agreement Date or before or after the Maturity Date.

“ Loan Documents ” means (a) this Agreement and the Note and (b) all other agreements, documents and instruments relating to, arising out of, or in any way connected with (i) any agreement, document or instrument referred to in clause (a), (ii) any other agreement, document or instrument referred to in this clause (b) or (iii) any of the transactions contemplated by any agreement, document or instrument referred to in clause (a) or in this clause (b).

“ Master Exchange Agreement ” means that certain Master Exchange Agreement, dated as of January 12, 2018, by and among the Borrower, the Lender, GWG Holdings, Inc., an Affiliate of the Lender, MHT Financial SPV, LLC and each of the Exchange Trusts set forth on Schedule I thereto, as amended by the First Amendment to Master Exchange Agreement, dated as of April 30, 2018, the Second Amendment to Master Exchange Agreement, dated as of June 29, 2018, and the Third Amendment to Master Exchange Agreement, dated as of August 10, 2018, and as may be further amended or restated from time to time on or after the date hereof.

“ Materially Adverse Effect ” means, (a) with respect to any Person, any materially adverse effect on such Person’s business, assets, Liabilities, financial condition, results of operations or business prospects, (b) with respect to a group of Persons “taken as a whole”, any materially adverse effect on such Persons’ business, assets, Liabilities, financial conditions, results of operations or business prospects taken as a whole on, where appropriate, a consolidated basis in accordance with GAAP, and (c) with respect to any Loan Document, any materially adverse effect on (i) the binding nature, validity or enforceability thereof as an obligation of any Party thereto or (ii) the rights or remedies available to the Lender thereunder.

“ Maturity Date ” means the earlier of (i) the Final Maturity Date, and (ii) the date the Loan shall be due and payable (whether by reason of prepayment or acceleration or otherwise).

“ NAV ” means the net asset value (calculated by the Borrower in accordance with its customary procedures) of the Borrower’s Alternative Asset Financing Portfolio (inclusive of securities of GWG held by the Common Trusts) plus, without duplication, all cash held by the Borrower (as of the date of determination) except for any cash held for distribution.

“ Note ” means the Note in the form of Exhibit A .

“ NPC-B Unit Accounts ” means that certain class of limited partnership interests in Beneficient Company Holdings, L.P., a Delaware limited partnership and a Subsidiary of the Borrower.

“ Person ” means any individual, sole proprietorship, corporation, partnership, trust, unincorporated organization, mutual company, joint stock company, estate, union, employee organization, government or any agency or political subdivision thereof.

“ Qualified Public Offering ” means a firm commitment underwritten public sale of the Borrower’s common stock pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, in which the Borrower receives aggregate net cash proceeds (after underwriting discounts and commissions and offering expenses) of at least $50 million and upon the completion of which the Borrower’s common stock is listed on the New York Stock Exchange or the Nasdaq Stock Market.

“ Qualified Valuation Expert ” means an accounting, appraisal or investment banking firm of nationally recognized standing, such as Duff & Phelps, that is, in the reasonable judgment of the Borrower, qualified to perform the task for which it has been engaged.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“ Responsible Officer ” means the chief executive officer, chief operating officer, or chief financial officer of the Borrower.

“ Sanctions ” means sanctions administered or enforced by the U.S. Treasury Department Office of Foreign Assets Control, the U.S. Department of State or any other relevant sanctions authority.

“ Senior Obligations ” means obligations of the Borrower under Bank Debt and obligations which may arise in connection with NPC-B Unit Accounts, which in each case are incurred in compliance with Section 5.05 of this Agreement.

“ Subsidiary ” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms’ ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“ Tax ” means any federal, state or foreign tax, assessment or other governmental charge (including any withholding tax) upon a Person or upon its assets, revenues, income or profits.

“ Transaction ” means, collectively, the series of transactions undertaken pursuant to the Master Exchange Agreement, including, but not limited to, the issuance of that certain Exchangeable Promissory Note in the principal amount of $162,911,379, issued by the Borrower in favor of GWG Holdings, Inc. (the “Exchangeable Note”).

Section 1.02 Other Interpretive Provisions

For the purposes hereof and as used herein, except as otherwise specified, (a) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (b) references to any Applicable Law include amendments, supplements and successors thereto; (c) references to any Loan Document or contract include amendments, supplements and waivers thereto (and, in the case of instruments, instruments issued in substitution therefor); (d) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (e) words importing gender include the other gender; (f) the singular includes the plural and the plural includes the singular; (g) the words “including,” “include” and “includes” shall be deemed followed by the words “without limitation”; (h) each authorization herein shall be deemed irrevocable and coupled with an interest; (i) all accounting terms shall be interpreted, and all determinations relating thereto shall be made, in accordance with GAAP; (j) captions and headings are for ease of reference only and shall not affect the construction hereof; and (k) unless otherwise noted, references to any time of day shall be to New York time.

ARTICLE II.

TERM LOAN

Section 2.01 The Loan

Subject to satisfaction of the conditions set forth in Section 3.01 and the other terms and conditions hereof, (a) the Lender accepts as of the Effective Date the Note and the Loan evidenced hereby in the amount of $200,000,000, in connection with the Transaction, and (b) the Borrower issues the Note, enters into this Commercial Loan Agreement and undertakes the Loan obligations in connection with the Transaction for value received effective as of the Effective Date.

Section 2.02 [Reserved.]

Section 2.03 Interest

(a) Rate . The principal amount of the Loan shall bear interest on the outstanding principal amount thereof commencing on the Effective Date at a rate per annum equal to 5.00%.

(b) Payment . For value received, interest shall be due and payable by the Borrower in accordance with the following terms:

(i) interest shall accrue at the rate of 5.00% per annum from and including the Effective Date; provided, however, that the accrued interest from the Initial Transfer Date to the Final Closing Date shall be added to the principal balance of the Loan and Borrower shall deliver a new Note in exchange for the then-existing Note reflecting such increased principal balance.

(ii) interest shall accrue from and after the Final Closing Date as follows: (x) one-half, or 2.50% per annum, will be due and payable monthly in cash, and (ii) one-half, or 2.50% per annum, will accrue and compound annually on each anniversary date of the Final Closing Date and become due and payable in full in cash on the Maturity Date. In the event the Borrower elects to prepay the Loan in whole or in part pursuant to Section 2.05, any accrued and unpaid interest on the amount to be prepaid shall be due and payable by the Borrower on the date of the prepayment, including any interest accrued to the date of prepayment pursuant to Section 2.03(b)(i) or 2.03(b)(ii).

(iii) The Lender agrees that the Borrower may, at Borrower’s option, add to the outstanding principal balance of the Loan an amount equal to such amount of accrued interest due and payable on the then outstanding balance under the Exchangeable Note in lieu of payment in cash of such accrued interest thereon at the Final Closing Date (or, if earlier, the maturity date of the Exchangeable Note).

Section 2.04 Principal Payment

For value received, all outstanding principal and accrued but unpaid interest on the Loan shall mature and become due and payable, and shall be paid by the Borrower in full, on the Maturity Date.

Section 2.05 Prepayments

The Borrower may, at any time and from time to time, prepay the Loan in whole or in part, without premium or penalty, subject only to payment of interest accrued to the date of repayment in accordance with Section 2.03. The Borrower shall give the Lender notice of each prepayment pursuant to this Section 2.05 no later than 10:00 a.m., Central time, on the third Business Day before the date of such prepayment. Each such notice of prepayment shall be in the form of Schedule 2.05 and shall specify (i) the date such prepayment is to be made, (ii) the amount of principal of the Loan to be prepaid, such amount to be in minimum increments of $1,000,000 and a minimum amount of $5,000,000, and (iii) the amount of accrued interest to be paid.

Section 2.06 Computation of Interest

Interest shall be computed on the basis of a year of 360 calendar days and paid for the actual number of calendar days elapsed. Interest for any period shall be calculated from and including the first day thereof to but excluding the last day thereof.

Section 2.07 Evidence of Indebtedness

The Loan and the Borrower’s obligation to repay the Loan with interest in accordance with the terms of this Agreement shall be evidenced by this Agreement, the records of the Lender and a single Note. The records of the Lender shall be prima facie evidence of the balance of the Loan, all accrued interest on the Loan and of all payments made in respect of the Loan.

Section 2.08 Payments by the Borrower

(a) Manner . All payments due to the Lender under the Loan Documents shall be made in cash in immediately available funds to an account or accounts specified in writing by the Lender to the Borrower from time to time.

(b) No Reductions . All payments due to the Lender under the Loan Documents shall be made by the Borrower without any reduction or deduction whatsoever, including any reduction or deduction for any set-off, recoupment, counterclaim or Tax, except for any withholding or deduction for Taxes required to be withheld or deducted under Applicable Law.

(c) Extension of Payment Dates . If a payment to be made hereunder shall fall due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day without additional interest thereon.

ARTICLE III.

CONDITIONS TO EFFECTIVENESS

Section 3.01 Conditions to Effectiveness

Unless waived in writing by the Lender, this Commercial Loan Agreement, the Note and the Loan shall not become effective until the date on which each of the following conditions are satisfied:

(a) the Lender shall have received the following, each in form and substance satisfactory to the Lender:

(i) the duly executed version of this Agreement;

(ii) the duly executed Note from the Borrower;

(iii) such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement or the transactions contemplated hereby;

(iv) evidence satisfactory to the Lender of the receipt of all consents required to effect the transactions contemplated hereby, including all regulatory approvals and licenses, if applicable;

(v) a certificate, dated the Effective Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in clauses (b) and (c) of this Section 3.01;

(vi) a solvency certificate as to the Borrower, executed by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower;

(b) each of the representations and warranties made by the Borrower in or pursuant to this Agreement shall be true and correct on and as of the Effective Date; and

(c) at the time of and immediately after giving effect to the Transaction and the transactions contemplated hereby, including the issuance of the Note, no Default shall have occurred and be continuing.

ARTICLE IV.

CERTAIN REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement and to accept the Note in connection with the Transaction, the Borrower represents and warrants as follows, which representations and warranties shall be deemed to be made on the Effective Date (both with and without giving effect to the Loan):

Section 4.01 Organization; Power; Qualification

The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and in good standing as a foreign entity. The Borrower is duly licensed or authorized to do business as a foreign entity in good standing, in all jurisdictions in which the character of its properties or the nature of its business requires such qualification, licensure or authorization, except for qualifications and authorizations the lack of which, singly or in the aggregate, has not had and will not have a Materially Adverse Effect on the Borrower.

Section 4.02 Authorization; Enforceability; Required Consents; Absence of Conflicts

The Borrower has the power, legal right, and authority to (i) execute, deliver and perform its obligations in accordance with their respective terms under the Loan Documents, and (ii) borrow money on the terms and subject to the conditions herein provided. This Agreement has been, and each of the other Loan Documents when delivered to the Lender will have been, duly executed and delivered by the Borrower and is, or when so delivered will be, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents, and the borrowing hereunder, do not and (absent any change in any Applicable Law or applicable contract) will not violate, conflict with, result in a breach of, constitute a default under, or result in or require the creation of any Lien upon any assets of the Borrower under, (A) the organizational documents of the Borrower, (B) any contract or other instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound or (C) any Applicable Law, except in the case of clauses (B) and (C) above for such violations, conflicts, breaches or defaults which would not individually or in the aggregate have a Materially Adverse Effect.

Section 4.03 Governmental Approvals

The execution, delivery and performance in accordance with their respective terms by the Borrower of the Loan Documents, and the borrowing hereunder do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect or the absence of which would not have a Materially Adverse Effect.

Section 4.04 Compliance with Laws and Agreements

The Borrower is in compliance in all material respects with all Applicable Law. The Borrower is in compliance with all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Materially Adverse Effect.

Section 4.05 Investment Company Status; Other Laws

The Borrower is not, and is not required to be registered as, an “investment company” as defined in the Investment Company Act or subject to any other law restricting its ability to incur Indebtedness.

Section 4.06 Taxes

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Materially Adverse Effect, the Borrower has timely filed or caused to be filed all necessary Tax returns and has paid or caused to be paid all Taxes shown as due thereon, except Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves.

Section 4.07 Litigation

There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Materially Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the transactions contemplated hereby.

Section 4.08 Solvency

On the Effective Date, and immediately prior to and after giving effect to the Transaction, the issuance of the Note and the effectiveness of the Loan hereunder, (a) the fair value of the Borrower’s assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated, (b) the present fair saleable value of the Borrower’s assets is not less than the amount that will be required to pay the probable liability on the Borrower’s debts as they become absolute and matured, (c) the Borrower is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) the Borrower is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

Section 4.09 Anti-Money Laundering and Anti-Terrorism Finance Laws

To the extent applicable, the Borrower is in compliance, in all material respects, with anti-money laundering laws and anti-terrorism finance laws.

Section 4.10 Anti-Corruption Laws

The Loan shall not be used, directly or indirectly: (a) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “ Foreign Official ”), in order to obtain, retain or direct business by (i) influencing any act or decision of such Foreign Official in his official capacity, (ii) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (iii) securing any improper advantage or (iv) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; (b) to cause the Lender to violate the U.S. Foreign Corrupt Practices Act of 1977; or (c) to cause the Lender to violate any other anti-corruption law applicable to the Lender.

Section 4.11 Sanctions Laws

The Borrower is not any of the following (a “ Restricted Person ”): (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “ Executive Order ”); (b) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“ OFAC ”) at its official website or any replacement website or other replacement official publication of such list or similarly named by any similar foreign governmental authority; (c) a Person that is owned 50% or more by any Person described in Section 4.12(b); (d) any other Person with which the Lender is prohibited from dealing under any Sanctions laws applicable to the Lender; or (e) a Person that derives more than 10% of its annual revenue from investments in or transactions with any Person described in Section 4.11 (a), (b), (c) or (d). Further, the Loan shall not be used to finance or facilitate, directly or indirectly, any transaction with, investment in, or any dealing for the benefit of, any Restricted Person or any transaction, investment or dealing in which the benefit is received in a country for which such benefit is prohibited by any Sanctions laws applicable to any Lender.

Section 4.12 No Default

No Default exists hereunder or would result from the issuance of the Note or the effectiveness of the Loan.

ARTICLE V.

CERTAIN COVENANTS

Section 5.01 Preservation of Existence and Properties, Compliance with Law, Payment of Taxes and Claims

The Borrower shall: (a) preserve and maintain its limited partnership existence, (b) comply with Applicable Law, (c) pay or discharge when due all Taxes and all Liabilities that are or might become Liens on any of its properties, (d) obtain and maintain, or cause to be done, obtained and maintained, all Governmental Approvals and other things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises necessary or desirable in the conduct of its business, except that this Section 5.01 (other than clause (a)) shall not apply in any circumstance where noncompliance, together with all other noncompliance with this Section 5.01, will not have a Materially Adverse Effect on the Borrower.

Section 5.02 Use of Proceeds

The Loan shall not be used, whether directly or indirectly, for any purpose that entails a violation of any Regulation of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U and X.

Section 5.03 Notice of Material Events

The Borrower shall furnish to the Lender prompt written notice of the following:

(a) as soon as possible, and in any event within three (3) Business Days after a Responsible Officer of the Borrower obtains knowledge thereof, the occurrence of any Default;

(b) so long as it is lawful to do so, as soon as possible, and in any event within three (3) calendar days after a Responsible Officer of the Borrower obtains knowledge thereof, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Materially Adverse Effect;

(c) promptly after a Responsible Officer of the Borrower obtains knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Materially Adverse Effect.

Each notice delivered under this Section 5.03 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.04 Ranking

The Lender hereby acknowledges and agrees that the Loan and any right of repayment, including any enforcement of remedies, is and shall be subordinate to all Senior Obligations, including Senior Obligations incurred, created, issued, assumed or guaranteed in accordance with Section 5.05 hereof after the date hereof. The Parties agree that, in the event of (a) any proceeding against the Borrower for enforcement of creditors’ rights; (b) any liquidation or dissolution of the Borrower; (c) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Borrower or its property; (d) any assignment by the Borrower for the benefit of its creditors; or (e) any marshalling of the Borrower’s assets and liabilities, the holders of any Senior Obligations shall first be entitled to receive payment of amounts then due and payable on such Senior Obligations before the Lender shall be entitled to receive payment. The Borrower shall ensure that at all times while any principal amount of the Loan remains outstanding, the claims of the Lender in respect of the Loan shall in all respects rank prior to or at least pari passu with the claims of every unsecured creditor of the Borrower (other than with respect to the Senior Obligations permitted hereby). For the avoidance of doubt, the Exchangeable Note shall rank pari passu with the Loan.

Section 5.05 Additional Indebtedness

Until the Loan and all amounts outstanding under this Agreement shall have been paid in full in cash, the Borrower shall not directly or indirectly incur, create, assume or suffer to exist any Indebtedness that is senior in right of payment to the payment obligations under the Loan; provided that the Borrower may incur, create or assume Senior Obligations if, after giving effect to the incurrence thereof on a pro forma basis, the aggregate dollar equivalent amount of all outstanding Senior Obligations would not exceed (when taken together with the Borrower’s then-existing Senior Obligations) 55% of the Borrower’s NAV; provided further that any Bank Debt of the Borrower shall not exceed at the time of incurrence, and after giving effect to the incurrence thereof on a pro forma basis, the lesser of (i) 40% of the Borrower’s NAV and (ii) $200,000,000 (provided that the limitation of this clause (ii) shall not apply if either a Qualified Public Offering has occurred or no NPC-B Unit Accounts are outstanding).

Section 5.06 Financial Reporting

(a) The Borrower shall deliver to the Lender no later than the 15 ^th calendar day of each month, monthly month-end calculations, including supporting data, setting forth a calculation of the percentage the Borrower’s outstanding Senior Obligations bears to its NAV, which shall be certified by a Responsible Officer.

(b) The Borrower will deliver to the Lender (i) audited annual financial statements within sixty (60) days of its fiscal year-end and (ii) unaudited quarterly financial statements within twenty-five (25) days of each quarter end (other than the fourth quarter).

Section 5.07 Books and Records; Inspection Rights

The Borrower shall keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower shall permit any representatives designated by the Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided , that when a Default exists the Lender (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. All such inspections or audits by the Lender shall be at the Borrower’s expense. The Borrower hereby authorizes and instructs its independent accountants to discuss the Borrower’s affairs, finances and condition with the Lender, at the Lender’s request.

Section 5.08 Maintenance of Properties

The Borrower shall (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Materially Adverse Effect.

Section 5.09 Compliance with Laws

The Borrower shall comply in all material respects with Applicable Law.

Section 5.10 Liens

The Borrower shall not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable rights to distributions) or rights in respect of any thereof, except:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 4.06;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 6.01(i);

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower;

(g) any interest or title of a lessor under any operating lease entered into by the Borrower in the ordinary course of its business and covering only the assets so leased; and

(h) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business;

(i) any Lien on any property or asset of the Borrower existing on the date hereof and set forth in Schedule 5.10(i) hereto; provided that (i) such Lien shall not apply to any other property or asset of the Borrower and (ii) such Lien shall secure only those obligations which it secures on the date hereof; and

(j) Liens securing Bank Debt permitted to be incurred pursuant to the terms hereof.

Section 5.11 Fundamental Changes

The Borrower shall not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the assets or any equity interests of any class of, or any partnership or joint venture interest in, any other Person, or change its jurisdiction of incorporation or organization or the form or type of its organization if such action would reasonably be expected to adversely affect the Borrower’s obligation or ability to repay the Loan.

Section 5.12 Transactions with Affiliates

The Borrower shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except transactions carried out in the ordinary course of business and on terms and conditions no less favorable to the Borrower than could be obtained in an arms’ length transaction with an unrelated third party.

Section 5.13 Changes in Nature of Business

The Borrower shall not engage in any business other than businesses of the type conducted by the Borrower on the date of execution of this Agreement and businesses reasonably related thereto.

Section 5.14 Anti-Money Laundering and Anti-Terrorism Finance Laws; Foreign Corrupt Practices Act; Sanctions Laws; Restricted Person

The Borrower shall not (a) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or otherwise violates any anti-terrorism laws, anti-corruption laws or Sanctions law, (b) cause or permit any of the funds that are used to repay the Loan to be derived from any unlawful activity with the result that the Lender would be in violation of any Applicable Law or (c) use the Loan, directly or indirectly, for any conduct that would cause the representations and warranties in Sections 4.9, 4.10 or 4.11 to be untrue as if made on the date any such conduct occurs.

ARTICLE VI.

DEFAULT

Section 6.01 Events of Default

The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

(a) the Borrower fails to pay any principal or interest when due and such failure continues for five (5) calendar days after written notice to the Borrower;

(b) the Borrower fails to observe any of the covenants contained in Sections 5.04, 5.05 or 5.10 through 5.12;

(c) the Borrower fails to observe any other covenant contained in this agreement and such failure continues for twenty (20) calendar days after written notice to the Borrower;

(d) any representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with this Agreement or any other Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect or misleading in any material respect when made or deemed made;

(e) the Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Indebtedness in an aggregate amount in excess of $12,500,000, when and as the same shall become due and payable, which failure shall continue beyond any cure period provided under the terms of such Indebtedness;

(f) any event or condition occurs that results in any Indebtedness in an aggregate amount in excess of $12,500,000 becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (in the case of any such Indebtedness constituting a guarantee) to become payable;

(g) an event has occurred that has had or could reasonably be expected to have an EOD Material Adverse Effect and such EOD Material Adverse Effect continues and remains uncured for a period of thirty (30) calendar days after written notice to the Borrower;

(h) (i) the Borrower commences any case, proceeding or other action (A) under any law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

(ii) there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 6.01(h)(i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) calendar days;

(iii) there is commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) calendar days from the entry thereof;

(iv) the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 6.01(h)(i), Section 6.01(h)(ii) or Section 6.01(h)(iii) above; or

(i) one or more judgments (not covered by a financially solvent insurance company that has not denied coverage) for the payment of money in an aggregate amount in excess of $12,500,000 (treating any deductible, self-insurance, denied claim, uninsured liability or retention as not so covered) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment.

Section 6.02 Remedies upon Event of Default

Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Lender may at its option, by written notice to the Borrower declare the entire outstanding principal amount of the Loan, together with all accrued interest thereon, immediately due and payable; provided, however, that, if an Event of Default described in Section 6.01(h) shall occur, the outstanding principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Lender. Lender may, upon five (5) Business Days’ prior written notice to holders of Bank Debt, commence a judicial action to liquidate and reduce to judgment its claim for the payment of obligations hereunder, and, if an Insolvency Proceeding has been commenced by or against Borrower, file and vote any claim in any such proceeding; provided that (i) the Lender shall only be entitled to payment of amounts due it, whether reduced to judgment or otherwise, from the proceeds of the Borrower’s sale of its assets or equity interests, including the proceeds of the Borrower’s liquidation of its assets, or from any distributions in any Insolvency Proceeding; (ii) any proceeds or recoveries shall be subject to the subordination provision of Section 5.04 in all respects until the payment in full of amounts then due and payable on the Senior Obligations (or such other payments or provision satisfactory to the holders of Senior Obligations); and (iii) Lender shall not, directly or indirectly, institute against (or solicit or encourage any Person to institute against), or join any other Person in instituting against, the Borrower any Insolvency Proceeding.

ARTICLE VII.

MISCELLANEOUS

Section 7.01 Notices and Deliveries

Except as otherwise expressly provided, all notices, communications and materials to be given or delivered pursuant to the Loan Documents shall be given or delivered in writing at the following respective addresses and to the attention of the following individuals or departments or at such other address or to the attention of such other individual or department as the Party to which such information pertains may hereafter specify in writing:

(a) if to the Borrower, to it at:

The Beneficient Company Group, L.P.
325 N. Saint Paul Street, Suite 4850
Dallas, TX 75205
Attn: Chief Administrative Officer
Telephone: +1-214-445-4700
Facsimile: +1-214-445-4701
E-mail: jhinkle@beneficient.com

(b) if to the Lender, to it at:

GWG Life, LLC
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Attn: Chief Financial Officer
Telephone: +1-612-746-1932
Facsimile: +1-612-746-0445
E-mail: bacheson@gwglife.com

Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; (ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next Business Day); and (iii) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment or confirmation from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other electronic confirmation of delivery).

Section 7.02 Rights Cumulative

Each of the rights and remedies of the Lender under the Loan Documents shall be in addition to all of its other rights and remedies under the Loan Documents and Applicable Law, and nothing in the Loan Documents shall be construed as limiting any such rights or remedies.

Section 7.03 Amendments; Waivers

Any term, covenant, agreement or condition of the Loan Documents may be amended, and any right under the Loan Documents may be waived, if, but only if, such amendment or waiver is in writing and is signed by the Lender and, in the case of an amendment, by the Borrower. Unless otherwise specified in such waiver, a waiver of any right under the Loan Documents shall be effective only in the specific instance and for the specific purpose for which given. No election not to exercise, failure to exercise or delay in exercising any right, nor any course of dealing or performance, shall operate as a waiver of any right of the Lender under the Loan Documents or Applicable Law, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Lender under the Loan Documents or Applicable Law.

Section 7.04 Assignments

Neither Party may assign any of its rights or obligations under the Loan Documents without the prior written consent of the other Party; provided, that the Lender may, without the consent of the Borrower and pursuant to the terms of the Supplemental Indenture (as defined below), assign its rights, in whole or from time to time in part, to holders of the Seller Trust L Bonds issued by GWG Holdings, Inc., a Delaware corporation and parent company of the Lender (“ GWG ”), pursuant to that certain Supplemental Indenture, dated as of August 10, 2018 to the Amended and Restated Indenture, dated as of October 23, 2017 (the “ Supplemental Indenture ”), between GWG and Bank of Utah, as trustee, in each case as such instruments may be amended or restated from time to time. Upon any assignment by the Lender in accordance with this Section 7.04, the Borrower shall promptly (i) cancel the Lender’s existing Note, (ii) issue to each assignee a Note in the principal amount so assigned, (iii) issue to the Lender a new Note in the principal amount that was not assigned by the Lender, and (iv) take such further actions and execute such further instruments and documents as the Lender may reasonably request to effect such assignment.

Section 7.05 Governing Law

This Agreement and any claim, controversy, dispute or cause of action in contract based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 7.06 Judicial Proceedings; Waiver of Jury Trial

The parties hereto agree that any judicial proceeding with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in the State of New York and irrevocably waive any objection they may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The parties hereto waive personal service of process and consent that service of process may be made by certified or registered mail, return receipt requested, at the relevant address specified or determined in accordance with the provisions of Section 7.01, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Section 7.07 Severability of Provisions

Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 7.08 Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

Section 7.09 Entire Agreement

This Agreement and the Note embody the entire agreement between the Borrower and the Lender relating to the subject matter hereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

Section 7.10 Successors and Assigns

All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7.11 Indemnity; Damage Waiver

(a) Indemnification by the Borrower . The Borrower shall indemnify the Lender and each Related Party of each of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the legal fees and reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of the Lender, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly affected Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(b) Waiver of Consequential Damages, etc. To the fullest extent permitted by Applicable Law, neither Party shall assert, and hereby waives, any claim against the other Party and each of their respective Related Parties, on any theory of liability, for indirect, special, punitive, consequential or exemplary damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof.

(c) Payments. All amounts due under this Section 7.11 shall be payable promptly/not later than 30 calendar days after demand therefor.

(d) Survival . Each party’s obligations under this Section 7.11 shall survive the termination of the Loan Documents.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers all as of the Effective Date.

	BORROWER:

	THE BENEFICIENT COMPANY GROUP, L.P.

	By:	Brad K. Heppner
	Name:	Brad K. Heppner
	Title:	Chief Executive Officer

	LENDER:

	GWG LIFE, LLC

	By:	Jon Sabes
	Name:	Jon Sabes
	Title:	Chief Executive Officer

Signature Page to Commercial Loan Agreement

SCHEDULE 2.05

NOTICE OF PREPAYMENT

Date: [ ]

GWG Life, LLC
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Attn: Chief Financial Officer

Ladies and Gentlemen:

Reference is made to the Commercial Loan Agreement, dated as of August 10, 2018, between The Beneficient Company Group, L.P., as Borrower, and GWG Life, LLC, as Lender (the “Loan Agreement”). The undersigned hereby gives notice pursuant to Section 2.05 of the Loan Agreement that it will prepay [a portion of the Loan in the amount of $_____________] of principal and $[_____________] of interest on [ insert date of prepayment ]:

The undersigned represents and warrants that the prepayment requested hereby complies with the requirements of the Loan Agreement.

	The Beneficient Company Group, L.P.

	By:
		Name:
		Title:

SCHEDULE 5.10(i)

EXISTING LIENS ON BORROWER’S PROPERTY OR ASSETS

None.

EXHIBIT A

PROMISSORY NOTE

August 10, 2018

FOR VALUE RECEIVED, The Beneficient Company Group, L.P., a Delaware limited partnership (the “Borrower”) hereby promises to pay to GWG Life, LLC (the “Lender”), $200,000,000 or, if less due to prepayment in accordance with Section 2.05 of the Commercial Loan Agreement (as defined below), the unpaid principal amount of the Loan due to the Lender under the Commercial Loan Agreement, on the date specified in Section 2.04 of such Commercial Loan Agreement, and to pay interest on the principal amount of the Loan on the dates and at the rate specified in Section 2.03 of such Commercial Loan Agreement. All payments due the Lender hereunder shall be made to the Lender in the manner specified in such Commercial Loan Agreement.

Presentment, demand, protest, notice of dishonor and notice of intent to accelerate are hereby waived by the undersigned.

This Promissory Note evidences a Loan under, and is entitled to the benefits of, the Commercial Loan Agreement, dated as of August 10, 2018, between the Borrower and the Lender, as the same may be amended from time to time (the “Commercial Loan Agreement”). Reference is made to such Commercial Loan Agreement, as so amended, for provisions relating to the payment of interest, the prepayment and the acceleration of the maturity hereof.

This Promissory Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

	THE BENEFICIENT COMPANY GROUP, L.P.

	By:
	Name:	Brad K. Heppner
	Title:	Chief Executive Officer

Exhibit 10.3

EXECUTION COPY

R-1	REGISTERED

THE BENEFICIENT COMPANY GROUP, L.P.

Exchangeable Promissory Note

FOR VALUE RECEIVED , The Beneficient Company Group, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to GWG Holdings, Inc. (the “Lender”), $162,911,379 or, if less due to prepayment in accordance with Section 2.03, the unpaid principal amount of this Note on August 9, 2023 (the “Maturity Date”), and to pay interest on the principal amount of this Note as provided in Section 2.01. The Lender accepts as of the date hereof this Note in connection with the Transaction (as defined below), and the Borrower issues the Note and undertakes the obligations hereunder in connection with the Transaction for value received effective as of the date hereof.

Reference is hereby made to the further provisions of this Note set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Promissory Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

[Signature page to follow.]

IN WITNESS WHEREOF, the undersigned has caused this promissory note to be executed as of the date set forth above.

Dated: August 10, 2018

	THE BENEFICIENT COMPANY GROUP, L.P.

	By:	Brad K. Heppner
	Name:	Brad K. Heppner
	Title:	Chief Executive Officer

Section 1.01 Defined Terms.

For the purposes of this Note:

“ Applicable Law ” means, anything in Section 5.01(e) to the contrary notwithstanding, (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of Governmental Authorities, (ii) Governmental Approval and Governmental Registration and (iii) orders, decisions, judgments and decrees, including any Governmental Order.

“ Default ” means any condition or event that constitutes an Event of Default or that with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“ Dollars ” and the sign “$” means the lawful currency of the United States of America.

“ EOD Material Adverse Effect ” means any event or circumstance that, individually or in the aggregate, has or would reasonably be expected to:

(A) have a material and adverse effect on the business, assets, financial condition or operations of the Borrower; or

(B) have a material and adverse effect on the ability of the Borrower to perform its obligations under this Note or any material contract to which it is a party, including the Master Exchange Agreement; or

(C) have a material and adverse effect on (i) the rights of, or benefits available to, the Lender under this Note, or (ii) the status, existence or ranking of the obligations of the Borrower hereunder resulting in or from a breach of Section 3.01 or 3.02 of this Note; or

(D) have an effect on the status of the Borrower which would require it to register as an investment company under the Investment Company Act.

“ Event of Default ” means any of the events specified in Section 4.01.

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“ Governmental Approval ” means any authority, consent, approval, license (or the like) or exemption (or the like) of any governmental unit.

“ Governmental Registration ” means any registration or filing (or the like) with, or report or notice (or the like) to, any governmental unit.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ Laws ” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“ Lender ” means (a) GWG Holdings, Inc., and (b) any Person (other than the Borrower or any of its Affiliates) that has been assigned any or all of the rights or obligations of the Lender pursuant to Section 5.01(d).

“ Lien ” means, with respect to any property or asset (or any income or profits therefrom) of any Person (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise) (a) any mortgage, lien, pledge, attachment, levy or other security interest of any kind thereupon or in respect thereof or (b) any other arrangement, express or implied, under which the same is subordinated, transferred, sequestered or otherwise identified so as to subject the same to, or make the same available for, the payment or performance of any Liability in priority to the payment of the ordinary, unsecured Liabilities of such Person. For the purposes of this Note, a Person shall be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Materially Adverse Effect ” means, (a) with respect to any Person, any materially adverse effect on such Person’s business, assets, Liabilities, financial condition, results of operations or business prospects, (b) with respect to a group of Persons “taken as a whole”, any materially adverse effect on such Persons’ business, assets, Liabilities, financial conditions, results of operations or business prospects taken as a whole on, where appropriate, a consolidated basis in accordance with GAAP, and (c) with respect to this Note, any materially adverse effect on (i) the binding nature, validity or enforceability hereof as an obligation of the Borrower or (ii) the rights or remedies available to the Lender hereunder.

“ NPC-B Unit Accounts ” means that certain class of limited partnership interests in Beneficient Company Holdings, L.P., a Delaware limited partnership and a Subsidiary of the Borrower.

“ Parties ” means the Borrower and the Lender.

“ Tax ” means any federal, state or foreign tax, assessment or other governmental charge (including any withholding tax) upon a Person or upon its assets, revenues, income or profits.

“ Transaction ” means, collectively, the series of transactions undertaken pursuant to the Master Exchange Agreement, including, among others, that certain Commercial Loan Agreement between the Borrower and GWG Life, LLC and the loan issued thereunder (the “Loan”).

Section 2.01 Interest .

Interest shall accrue on the principal amount of this Note commencing on August 10, 2018 at a rate per annum equal to 12.40%, shall compound annually on each anniversary of the Initial Transfer Date and shall be payable in cash on the earlier to occur of the Maturity Date or the Final Closing Date. In the event the Final Closing Date occurs prior to the Maturity Date, the Borrower may, at its option, pay the accrued interest on this Note in the form of a promissory note, substantially in the form of this Note, and providing for a term of up to two years and cash interest payable semi-annually at the rate of 5.00% per annum. Notwithstanding the foregoing, the Lender agrees that the Borrower may, at Borrower’s option, add to the outstanding principal balance of the Loan an amount equal to such amount of accrued interest due and payable on the then outstanding balance under this Note in lieu of payment in cash of such accrued interest thereon at the Final Closing Date (or, if earlier, the Maturity Date).

Section 2.02 Payment of Principal .

In the event the Maturity Date occurs prior to the Final Closing Date, the Borrower shall pay the principal amount of this Note in cash.

In the event the Final Closing Date occurs on or prior to the Maturity Date, the principal amount of this Note shall be payable in common units (“Units”) of partnership interest of the Borrower at a price equal to $10.00 (the “Unit Price”) per Unit. In the event the Borrower enters into any extraordinary corporate transaction, effects a capital reorganization or reclassification of its Units or splits, subdivides or combines its Units, the Unit Price shall be appropriately adjusted as the Borrower and the Lender shall mutually agree. .

Section 2.03 Prepayments .

The Borrower may, at any time and from time to time, prepay this Note in cash in whole or in part, without premium or penalty, subject only to payment of interest accrued to the date of repayment in accordance with Section 2.01. The Borrower shall give the Lender notice of each prepayment pursuant to this Section 2.03 no later than 10:00 a.m., Central time, on the third Business Day before the date of such prepayment. Each such notice of prepayment shall be in the form of Exhibit A and shall specify (i) the date such prepayment is to be made, (ii) the amount of principal of this Note to be prepaid, such amount to be in minimum increments of $1,000,000 and a minimum amount of $5,000,000, and (iii) the amount of accrued interest to be paid.

Section 2.04 Computation of Interest.

Section 2.05 Payments by the Borrower.

(a) Manner . All payments due to the Lender under this Note shall be made in cash in immediately available funds to an account or accounts specified in writing by the Lender to the Borrower from time to time.

(b) No Reductions . All payments due to the Lender under this Note shall be made by the Borrower without any reduction or deduction whatsoever, including any reduction or deduction for any set-off, recoupment, counterclaim or Tax, except for any withholding or deduction for Taxes required to be withheld or deducted under Applicable Law.

Section 3.01 Ranking .

The Lender hereby acknowledges and agrees that this Note and any right of repayment, including any enforcement of remedies, is and shall be subordinate to all Senior Obligations, including Senior Obligations incurred, created, issued, assumed or guaranteed in accordance with Section 3.02 hereof after the date hereof. The Parties agree that, in the event of (a) any proceeding against the Borrower for enforcement of creditors’ rights; (b) any liquidation or dissolution of the Borrower; (c) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Borrower or its property; (d) any assignment by the Borrower for the benefit of its creditors; or (e) any marshalling of the Borrower’s assets and liabilities, the holders of any Senior Obligations shall first be entitled to receive payment of amounts then due and payable on such Senior Obligations before the Lender shall be entitled to receive payment. The Borrower shall ensure that at all times while any principal amount of this Note remains outstanding, the claims of the Lender in respect of this Note shall in all respects rank prior to or at least pari passu with the claims of every unsecured creditor of the Borrower (other than with respect to the Senior Obligations permitted hereby). For the avoidance of doubt, the Loan shall rank pari passu with this Note.

Section 3.02 Additional Indebtedness .

Until this Note shall have been paid in full, the Borrower shall not directly or indirectly incur, create, assume or suffer to exist any Indebtedness that is senior in right of payment to the payment obligations under this Note; provided that the Borrower may incur, create or assume Senior Obligations if, after giving effect to the incurrence thereof on a pro forma basis, the aggregate dollar equivalent amount of all outstanding Senior Obligations would not exceed (when taken together with the Borrower’s then-existing Senior Obligations) 55% of the Borrower’s NAV; provided further that any Bank Debt of the Borrower shall not exceed at the time of incurrence, and after giving effect to the incurrence thereof on a pro forma basis, the lesser of (i) 40% of the Borrower’s NAV and (ii) $200,000,000 (provided that the limitation of this clause (ii) shall not apply if either a Qualified Public Offering has occurred or no NPC-B Unit Accounts are outstanding).

Section 3.02 Liens .

(a) Liens imposed by law for taxes that are not yet due or are being contested in good faith;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 4.01(h);

(g) any interest or title of a lessor under any operating lease entered into by the Borrower in the ordinary course of its business and covering only the assets so leased; and

(h) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business;

(i) any Lien on any property or asset of the Borrower existing on the date hereof and set forth in Schedule 3.02(i) hereto; provided that (i) such Lien shall not apply to any other property or asset of the Borrower and (ii) such Lien shall secure only those obligations which it secures on the date hereof; and

(j) Liens securing Bank Debt permitted to be incurred pursuant to the terms hereof.

Section 4.01 Events of Default .

The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

(a) the Borrower fails to pay any principal or interest when due and such failure continues for five (5) calendar days after written notice to the Borrower;

(b) the Borrower fails to observe any of the covenants contained in Sections 3.01 or 3.02;

(c) the Borrower fails to observe any other covenant contained in this agreement and such failure continues for twenty (20) calendar days after written notice to the Borrower;

(d) the Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Indebtedness in an aggregate amount in excess of $12,500,000, when and as the same shall become due and payable, which failure shall continue beyond any cure period provided under the terms of such Indebtedness;

(e) any event or condition occurs that results in any Indebtedness in an aggregate amount in excess of $12,500,000 becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (in the case of any such Indebtedness constituting a guarantee) to become payable;

(f) an event has occurred that has had or could reasonably be expected to have an EOD Material Adverse Effect and such EOD Material Adverse Effect continues and remains uncured for a period of thirty (30) calendar days after written notice to the Borrower;

(g) (i) the Borrower commences any case, proceeding or other action (A) under any law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

(ii) there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 4.01(g)(i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) calendar days;

(iv) the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 4.01(g)(i), Section 4.01(g)(ii) or Section 4.01(g)(iii) above; or

(h) one or more judgments (not covered by a financially solvent insurance company that has not denied coverage) for the payment of money in an aggregate amount in excess of $12,500,000 (treating any deductible, self-insurance, denied claim, uninsured liability or retention as not so covered) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment.

Section 4.02 Remedies upon Event of Default .

Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Lender may at its option, by written notice to the Borrower declare the entire outstanding principal amount of this Note, together with all accrued interest thereon, immediately due and payable; provided, however, that, if an Event of Default described in Section 4.01(g) shall occur, the outstanding principal of and accrued interest on this Note shall become immediately due and payable without any notice, declaration or other act on the part of the Lender. Lender may, upon five (5) Business Days’ prior written notice to holders of Bank Debt, commence a judicial action to liquidate and reduce to judgment its claim for the payment of obligations hereunder, and, if an Insolvency Proceeding has been commenced by or against Borrower, file and vote any claim in any such proceeding; provided that (i) the Lender shall only be entitled to payment of amounts due it, whether reduced to judgment or otherwise, from the proceeds of the Borrower’s sale of its assets or equity interests, including the Borrower’s liquidation of its assets, or from any distributions in any Insolvency Proceeding; (ii) any proceeds or recoveries shall be subject to the subordination provision of Section 3.01 in all respects until the payment in full of amounts then due and payable on the Senior Obligations (or such other payments or provision satisfactory to the holders of Senior Obligations); and (iii) Lender shall not, directly or indirectly, institute against (or solicit or encourage any Person to institute against), or join any other Person in instituting against, the Borrower any Insolvency Proceeding.

Section 5.01

(a) Notices and Deliveries . Except as otherwise expressly provided, all notices, communications and materials to be given or delivered pursuant to this Note shall be given or delivered in writing at the following respective addresses and to the attention of the following individuals or departments or at such other address or to the attention of such other individual or department as the Party to which such information pertains may hereafter specify in writing:

(i) if to the Borrower, to it at:

(ii) if to the Lender, to it at:

GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Attn: Chief Financial Officer
Telephone: +1-612-746-1932
Facsimile: +1-612-746-0445
E-mail: bacheson@gwglife.com

(b) Rights Cumulative . Each of the rights and remedies of the Lender under this Note shall be in addition to all of its other rights and remedies under this Note and Applicable Law, and nothing in this Note shall be construed as limiting any such rights or remedies.

(c) Amendments; Waivers . Any term, covenant, agreement or condition of this Note may be amended, and any right under this Note may be waived, if, but only if, such amendment or waiver is in writing and is signed by the Lender and, in the case of an amendment, by the Borrower. Unless otherwise specified in such waiver, a waiver of any right under this Note shall be effective only in the specific instance and for the specific purpose for which given. No election not to exercise, failure to exercise or delay in exercising any right, nor any course of dealing or performance, shall operate as a waiver of any right of the Lender under this Note or Applicable Law, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Lender under this Note or Applicable Law.

(d) Assignments . Neither Party may assign any of its rights or obligations under this Note without the prior written consent of the other Party; provided, that the Lender may, without the consent of the Borrower and pursuant to the terms of the Supplemental Indenture (as defined below),, assign its rights, in whole or from time to time in part, to holders of the Seller Trust L Bonds issued by the Lender pursuant to that certain Supplemental Indenture, dated as of August 10, 2018 to the Amended and Restated Indenture, dated as of October 23, 2017 (the “ Supplemental Indenture ”), between the Lender and Bank of Utah, as trustee, in each case as such instruments may be amended or restated from time to time. Upon any assignment by the Lender in accordance with this Section 5.01(d), the Borrower shall promptly (i) cancel this Note, (ii) issue to each assignee a Note in the principal amount so assigned, (iii) issue to the Lender a new Note in the principal amount that was not assigned by the Lender, and (iv) take such further actions and execute such further instruments and documents as the Lender may reasonably request to effect such assignment.

(e) Governing Law . This Notes and any claim, controversy, dispute or cause of action in contract based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

(f) Judicial Proceedings; Waiver of Jury Trial . The parties hereto agree that any judicial proceeding with respect to this Note may be brought in any court of competent jurisdiction in the State of New York and irrevocably waive any objection they may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The parties hereto waive personal service of process and consent that service of process may be made by certified or registered mail, return receipt requested, at the relevant address specified or determined in accordance with the provisions of Section 5.01(a), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY CLAIM IN RESPECT OF THIS LOAN.

(g) Severability of Provisions . Any provision of this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Exhibit A

NOTICE OF PREPAYMENT

Date: [ ]

GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Attn: Chief Financial Officer

Ladies and Gentlemen:

Reference is made to the Exchangeable Promissory Note, dated as of August 10, 2018, from The Beneficient Company Group, L.P., as Borrower, to GWG Holdings, Inc., as Lender (the “Note”). The undersigned hereby gives notice pursuant to Section 2.03 of the Note that it will prepay [a portion of the Note in the amount of $_____________] of principal and $[_____________] of interest on [ insert date of prepayment ]:

The undersigned represents and warrants that the prepayment requested hereby complies with the requirements of the Note.

	The Beneficient Company Group, L.P.

	By:
		Name:
		Title:

SCHEDULE 3.02(i)

EXISTING LIENS ON BORROWER’S PROPERTY OR ASSETS

None.

Exhibit 10.4

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT
(L Bonds)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2018 (this “ Agreement ”), is made and entered into by and among GWG Holdings, Inc., a Delaware corporation (the “ Company ”) and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Initial Closing (as such term is defined in the Master Exchange Agreement (as defined below)), each a “ Seller Trust ” and collectively the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the “ Trust Advisors ”) and any Holder Transferee.

RECITALS

WHEREAS , the Company and The Beneficient Company Group, L.P., a Delaware limited partnership (“ Beneficient ”) have entered into that certain Master Exchange Agreement (as amended, the “ Master Exchange Agreement ”), as amended and restated with effect as of January 12, 2018, by and among the Company, GWG Life, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Beneficient, MHT Financial SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the Exchange Trusts set out on Schedule I thereto, and as agreed and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors, pursuant to which the Seller Trusts has acquired L Bonds of the Company (the “ L Bonds ” or the “ Securities ”);

WHEREAS , the Company and the Seller Trusts, in accordance with Section 7.6(a) of the Master Exchange Agreement, desire to enter into this Agreement, pursuant to which the Company grants the Seller Trusts certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW , THEREFORE , in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

1.1. Definitions .

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“ Adverse Disclosure ” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board of Directors of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) would, in the good faith judgment of the Board of Directors of the Company, have a material adverse effect on the Company or on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction that is material to the Company.

“ Aggregate Offering Price ” means the aggregate offering price of Registrable Securities in any offering, calculated based upon the Fair Market Value of the Registrable Securities, in the case of a Minimum Amount, as of the date that the applicable Demand Registration request is delivered, and in the case of an Underwritten Shelf Takedown, as of the date that the applicable Underwritten Shelf Takedown Notice is delivered.

“ Agreement ” shall mean this Registration Rights Agreement, as amended, modified or supplemented from time to time, in accordance with the terms hereof, together with any exhibits, schedules or other attachments hereto.

“ Beneficient ” shall have the meaning given in the Recitals.

“ Commission ” shall mean the Securities and Exchange Commission.

“ Company ” shall have the meaning given in the Preamble.

“ Covered Person ” shall have the meaning given in subsection 4.1.1.

“ Demand Registration ” shall have the meaning given in subsection 2.2.1 .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations thereunder.

“ Excluded Registration Statem ent” shall mean a registration statement on Form S-4 or Form S-8 or any successor forms promulgated for the same purposes.

“ Fair Market Value ” means, with respect to L Bonds, the aggregate face amount thereof.

“ Form S-1 ” shall have the meaning given in subsection 2.2.1 .

“ Form S-3 ” shall have the meaning given in subsection 2.3 .

“ Holder ” means a Seller Trust and any Holder Transferee that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A, in each case to the extent such Person is a holder or beneficial owner of Registrable Securities.

“ Holder Transferee ” means a transferee of such Holder that has become a party to this Agreement as provided in Section 5.2.4.

“ Initiating Holder(s) ” means the Holder(s) requesting an Underwritten Shelf Takedown pursuant to Section 2.2.6 or a Demand Registration pursuant to Section 2.2.1.

“ L Bonds ” shall have the meaning given in the Recitals.

“ Master Exchange Agreement ” shall have the meaning given in the Recitals hereto.

“ Maximum Number of Securities ” shall have the meaning given in subsection 2.1.2(a) .

“ Minimum Amount ” means an amount of Registrable Securities that is reasonably expected to have an Aggregate Offering Price of at least $50 million.

“ Misstatement ” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“ Participating Holder ” means any Holder participating in an Underwritten Shelf Takedown or Demand Registration that such Holder did not initiate.

“ Piggyback Registration ” shall have the meaning given in subsection 2.1.1 .

“ Prospectus ” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“ Registrable Security ” shall mean (i) any L Bonds held or beneficially owned by a Holder from time to time, (ii) any L Bonds or other securities issued or issuable to a Holder upon the conversion, exercise or exchange, as applicable, of any L Bonds held or beneficially owned by a Holder and (iii) any L Bonds issued or issuable to a Holder with respect to L Bonds described in clauses (i) and (ii) above by way of a dividend or split or in exchange for or upon conversion of such units or otherwise in connection with a combination of units, unit subdivision, distribution, recapitalization, merger, consolidation, other reorganization or other similar event (it being understood that, for purposes of this Agreement, a person shall be deemed to hold Registrable Securities whenever such person in its sole discretion has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected); provided , however , that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“ Registration ” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registration Expenses ” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all Commission and other registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any fees and expenses associated with filings to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are to be listed or quoted;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses (including the cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto);

(D) all fees and disbursements of counsel for the Company;

(E) all fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

(F) all fees and expenses incurred in connection with any “road show” for underwritten offerings, including all costs of travel, lodging and meals; and

(G) the reasonable fees and expenses of counsel to the Holders (not to exceed $7,500 in connection with any single registration or offering.

For the avoidance of doubt, Registration Expenses shall not include the fees or expenses of any underwriters’ counsel.

“ Registration Statement ” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“ Securities ” shall have the meaning given in the Recitals.

“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission thereunder.

“ Shelf Registration ” shall have the meaning given in subsection 2.2.6.

“ Shelf Registration Statement ” shall have the meaning given in subsection 2.2.6.

“ Shelf Takedown ” shall have the meaning given in subsection 2.2.6.

“ Seller Trusts ” shall have the meaning given in the Preamble.

“ Trust Advisors ” shall have the meaning given in the Preamble.

“ Underwriter ” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“ Underwritten Registration ” or “ Underwritten Offering ” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“ Underwritten Shelf Takedown ” shall have the meaning given in subsection 2.2.7.

“ Underwritten Shelf Takedown Notice ” shall have the meaning given in subsection 2.2.7.

Article II
REGISTRATIONS

2.1. Piggyback Registration.

2.1.1 Piggyback Rights . If, at any time, the Company proposes to file a Registration Statement in connection with an underwritten public offering of L Bonds under the Securities Act whether for its own account or for the account of one or more holders of such securities (other than an Excluded Registration Statement), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to the Holders the opportunity to register the sale of such number of Registrable Securities of the same class as the Holders may request in writing within fifteen (15) days after receipt of such written notice (such Registration a “ Piggyback Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Should the Holders propose to participate in an Underwritten Offering under this subsection 2.1.1, then the Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.1.2 Reduction of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders in writing that the dollar amount of L Bonds that the Company desires to sell, taken together with (i) the L Bonds, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders hereunder and (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, exceeds the Maximum Number of Securities (as defined below), then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the L Bonds that the Company desires to sell, which can be sold without exceeding the maximum dollar amount that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount, the “ Maximum Number of Securities ”); (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of the Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1 hereof, allocated , in the case of this clause (B), pro rata among such Holders on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the L Bonds, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other persons, which can be sold without exceeding the Maximum Number of Securities.

(b) If the Registration is pursuant to a request by persons or entities other than the Holders, then the Company shall include in any such Registration (A) first, the L Bonds of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.1.1, allocated, in the case of this clause (B), pro rata among such Holders on the basis of the amount of Registrable Securities initially propos ed to be included by each such Holder in such offering, up to the amount of Registrable Securities, if any, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the L Bonds that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the L Bonds for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.1.3 Piggyback Registration Withdrawal . A Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of such Holder’s intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.1.3.

2.2. Demand Registration.

2.2.1 Request for Registration . Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof, a Holder may make a written demand for the Registration of all or a portion of its then outstanding Registrable Securities which written demand shall describe the amount of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “ Demand Registration ”). Upon receipt by the Company of any such written notification from a Holder to the Company, the Holder shall be entitled to have its L Bonds included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by such Holder pursuant to such Demand Registration and, subject to subsection 2.1.1 , with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than fifteen (15) days after the date on which notice was given to Holders of the Demand Registration request . The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this subsection 2.2.1 to be declared effective by the Commission or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or any other approprate registration statement available to the Company at such time. The Company shall not be required to effect a Demand Registration unless the Demand Registration includes Registrable Securities in an amount not less than the Minimum Amount. Under no circumstances shall the Company be obligated to effect more than one (1) Registration pursuant to a Demand Registration under this subsection 2.2.1 in any 12-month period with respect to any or all Registrable Securities.

2.2.2 Effective Registration . Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided , however , that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Holders included in the Registration Statement thereafter affirmatively elect to continue with such Registration and accordingly notifies the Company in writing, but in no event later than five (5) days, of such election; provided , further , that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.2.3 Underwritten Offering . Should the Company propose to distribute its L Bonds through an Underwritten Offering, then the Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company subject to the approval of the Holders, such approval not to be unreasonably withheld, conditioned or delayed. If a Demand Registration is an underwritten offering, the Initiating Holder(s) shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering (including which such managing underwriters will serve as lead or co-lead), subject to the approval of the Company (which approval shall not be unreasonably withheld, conditioned or delayed).

2.2.4 Reduction of Underwritten Offering . If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company and the Holders in writing that the dollar amount of Registrable Securities that the Holders desire to sell, taken together with all other L Bonds that the Company desires to sell and the L Bonds, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other Persons who desire to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Initiating Holders allocated, in the case of this clause (i), pro rata among such Initiating Holders on the basis of the amount of Registrable Securities initially proposed to be included by each such Initiating Holders in such offering, up to the amount of Registrable Securities, if any, that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the L Bonds proposed to be sold by the Participating Holders, pro rata, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the L Bonds that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the L Bonds of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. If more than one Participating Holder is participating in such Demand Registration and the managing underwriters of such offering determine that a limited amount of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the Participating Holders on the basis of the amount of Registrable Securities initially requested to be sold by each such Participating Holders in such offering.

2.2.5 Demand Registration Withdrawal . A Holder shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company of such Holder’s intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of its Registrable Securities pursuant to such Demand Registration. Upon receipt of notices from all applicable Holders to such effect, or if such withdrawal shall reduce the Aggregate Offering Price for the offering of the Registrable Securities to be registered in connection with such Demand Registration below the Minimum Amount, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement, unless the Company intends to effect a primary offering of securities pursuant to such Registration Statement. In the event that all applicable Holders withdraw their Registrable Securities from a Demand Registration, the Demand Registration request shall not count against the limitation on the number of Demand Registrations set forth in subsection 2.2.1. In such event (unless the withdrawal is made following commencement of a suspension period under Section 3.4), the Holder(s) shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.2.5.

2.2.6 Shelf Registration . As promptly as practicable after the date hereof, the Company shall (i) prepare and file with the Commission a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto that permits registration of all Registrable Securities then outstanding (a “ Shelf Registration ”), (ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities (as applicable, a “ Shelf Registration Statement ”). If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act. The Company shall use its reasonable best efforts to (i) cause the Shelf Registration Statement to be declared effective by the Commission or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof and (ii) keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining, this Agreement is terminated in accordance with its terms, or the Company is no longer eligible to maintain a Shelf Registration Statement, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement. At any time and from time to time that a Shelf Registration Statement is effective, if the Holders request the registration under the Securities Act of additional Registrable Securities pursuant to such Shelf Registration Statement, the Company shall as promptly as practicable amend or supplement the Shelf Registration Statement to cover such additional Registrable Securities. Each Holder shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “ Shelf Takedown ”). Each Holder shall give the Company prompt written notice of the consummation of a Shelf Takedown.

2.2.7 Each Holder shall be entitled to request, by written notice to the Company (an “ Underwritten Shelf Takedown Notice ”), that a Shelf Takedown be an underwritten offering (an “ Underwritten Shelf Takedown ”). The Underwritten Shelf Takedown Notice shall specify the amount of Registrable Securities intended to be offered and sold by such Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution. The Company shall not be required to facilitate an Underwritten Shelf Takedown unless the amount of such offering is expected to be at least the Minimum Amount. If a Holder proposes an Underwritten Shelf Takedown, then such Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown by the Holders subject to the approval of the Company, such approval not to be unreasonably withheld or delayed.

2.3. Restrictions on Registration Rights . If the Seller Trusts have requested an Underwritten Registration and the Company and the Seller Trusts are unable to obtain the commitment (which may be subject to the execution of an underwriting agreement at the time of the pricing of the offering) of one or more underwriters to firmly underwrite the offering, the Company may defer its obligation to file a Registration Statement until the one or more underwriters have so committed.

Article III
Company PROCEDURES

3.1. General Procedures .

If at any time the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities, make all required filings required in connection therewith (if the Registration Statement is not automatically effective upon filing) and use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders included in such Registration or the legal counsel for such Holders may request, give such Underwriters and such Holders an opportunity to comment on such documents, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Underwriters or such Holders shall reasonably object and keep the Underwriters and such Holders reasonably informed as to the registration process;

3.1.4 respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto, and upon notification by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) trading days after receipt of such notice;

3.1.5 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders (in light of the Holders’ intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities, including the Financial Industry Regulatory Authority Inc., as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.6 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.7 advise the Holders promptly (i) each time when a Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any post-effective amendment to a Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of any oral or written comments by the Commission or of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Holders; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any such purpose and promptly use its reasonable best efforts to obtain the withdrawal of any such stop order; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus (but excluding any filing of a Current Report on Form 8-K), furnish a copy thereof to the Holders or their counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and , as promptly as practicable, prepare, file with the Commission and furnish to the Underwriters and to the Holders a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made ;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and one attorney or accountant retained by the Holders or such Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided , however , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to the Holders;

3.1.12 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.13 make available for inspection by the Holders, upon reasonable notice at reasonable times and for reasonable periods, any Underwriter participating in any Underwritten Offering and any attorney, accountant or other agent retained by the Holders or Underwriter, all corporate documents, financial and other records relating to the Company and its business reasonably requested by the Holders or Underwriter, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Holders, Underwriter, attorney, accountant or agent in connection with such registration or offering and make senior management of the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided , that any person gaining access to information or personnel of the Company shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential and of which determination such person is notified, pursuant to customary confidentiality agreements reasonably acceptable to the Company;

3.1.14 in the case of an Underwritten Offering of Registrable Securities, furnish to each Underwriter participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to Underwriters in Underwritten Offerings; and (ii) use reasonable best efforts (A) to obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the execution of the applicable underwriting agreement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to Underwriters in Underwritten Offerings;

3.1.15 in the case of an Underwritten Offering of Registrable Securities, make senior management of the Company available, to the extent reasonably requested by the managing Underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such Underwritten Offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such underwritten offering (with an understanding that these shall be scheduled in a collaborative manner so as not to unreasonably interfere with the conduct of business of the Company), and otherwise facilitate, cooperate with, and participate in such Underwritten Offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary Underwritten Offering of its L Bonds; and

3.1.16 in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2. Registration Expenses . Except as set forth in subsection 2.2.5, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement in connection with the registration of Registrable Securities. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and all reasonable fees and expenses of one legal counsel representing the Holders.

3.3. Requirements for Participation in Underwritten Offerings . A Holder may not participate in any Underwritten Offering pursuant to a Registration initiated by the Company hereunder unless the Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4. Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each Holder shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion (which, for purposes of this Agreement, shall include information incorporated by reference) in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, determined in good faith by the Company to be necessary for such purpose; provided, that (except where the reason for any such circumstance is due to the failure of Beneficient to provide financial statements that are required to be included in the Company’s filings with the Commission pursuant to the rules and regulations of the Commission, unless the Company shall have received a waiver from the Commission for including such financial statements) the Company shall not be entitled to exercise such right (i) more than two times during any 12-month period, (ii) for a period exceeding sixty (60) days on any one occasion, or (iii) for a period exceeding one hundred and twenty (120) days during any 12-month period. If the Company delays or suspends a Demand Registration, a Holder shall be entitled to withdraw its Demand Registration request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Demand Registrations set forth in subsection 2.2.1. In the event the Company exercises its rights under the preceding sentence, each Holder agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4 .

3.5. Reporting Obligations . As long as a Holder owns Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell the L Bonds held by them without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any reasonable and customary legal opinions. Upon the request of a Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1. Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder, its officers, directors, employees and agents and each person who controls such Holder within the meaning of the Securities Act or the Exchange Act (each, a “ Covered Person ”), against all losses, claims, damages, liabilities and expenses to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus, free writing prospectus (in each case prepared by or with participation by the Company) or any amendment thereof or supplement thereto or any document incorporated by reference therein or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability (whether or not such Covered Person is a party thereto) , except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein, or (b) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement. The Company shall agree in any Underwriting Agreement entered into in accordance with this Agreement to indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Covered Persons.

4.1.2 In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein. A Participating Holder shall agree in any Underwriting Agreement to which it is a party for the sale of its Registrable Securities as provided herein to indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim or action with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or action, permit such indemnifying party to assume the defense of such claim or action with counsel reasonably satisfactory to the indemnified party; provided , that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, (D) in the reasonable judgment of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party . If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement (i) which includes any admission of wrongdoing or injunctive or equitable relief binding on any indemnified party or (ii) which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each such Holder also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however , that the liability of a Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.1. Notices . Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) electronic transmission with evidence of delivery. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, or electronic transmission, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of the courier) or at such time as delivery is refused by the addressee upon presentation. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

5.2. Assignment; Third Party Beneficiaries .

5.2.1 The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders. Subject to compliance with subsection 5.2.4 hereof, the rights of a Holder hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, may be assigned by a Holder to transferees or assignees of all or any portion of the Registrable Securities.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns.

5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement, Section 4.1 and Section 5.2 hereof.

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in the form attached hereto as Exhibit A ). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3. Counterparts .

This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4. Governing Law; Venue .

NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.5. Amendments and Modifications .

5.5.1 Upon the written consent of the Company and the Holders, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified. No course of dealing between the Holders or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of a Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.5.2 Amendments and Modifications to the Amended and Restated Indenture . In the event that the Company seeks the consent of the holders of the L Bonds with respect to any matter under its Indenture, as amended and supplemented from time to time, the Trust Advisors shall take no action on any such matter unless such amendment or supplement would result in a material adverse economic effect to the Seller Trust, as may be determined by a nationally recognized consulting and valuation firm.

5.6. Other Registration Rights .

The Company represents and warrants that no person, other than the Holders, has any right to require the Company to register any L Bonds for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. The Company agrees that it will not enter into any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent with the rights granted to the Holders under this Agreement. If the Company enters into any agreement after the date hereof granting any person registration rights with respect to any L Bonds of the Company which agreement contains any material provisions more favorable to such person than those set forth in this Agreement, the Company will notify the Holders and will agree to such amendments to this Agreement as may be necessary to provide these rights to the Holders.

5.7. Term .

This Agreement shall terminate upon the earlier of (i) the date that the Holders are permitted to sell all Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and (ii) the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder).

5.8 Specific Performance . The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under law to post security or a bond as a prerequisite to obtaining equitable relief.

5.8. Seller Trusts and Trust Advisors . It is expressly understood and agreed that (a) this document is executed and delivered by Delaware Trust Company, not individually or personally, but solely as Trustee, pursuant to direction from the Trust Advisors and in the exercise of the powers and authority conferred and vested in Delaware Trust Company as Trustee pursuant to the Trust Agreements of the Seller Trusts (the “Trust Agreements”) and the Trustee is governed by and subject to the Trust Agreements and entitled to the protections, rights and benefits contained therein, (b) each of the representations, undertakings and agreements herein made on the part of the Seller Trusts and Trust Advisors is made and intended not as personal representations, undertakings and agreements by Delaware Trust Company but is made and intended for the purpose for binding only the Seller Trusts and respective trust estates (the “Seller Trust Assets”), (c) nothing herein contained shall be construed as creating any liability on Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Seller Trusts or Trust Advisors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Seller Trusts or Trust Advisors under this Agreement or any other related documents, and (e) under no circumstances shall the Trust Advisors be personally liable for the payment of any indebtedness or expenses or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement, all such recourse being strictly to the Seller Trust Assets.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the undersigned have caused this Agreement to be executed as of the date first written above.

THE COMPANY:
GWG HOLDINGS, INC.
a Delaware corporation

By:	Jon R. Sabes
	Name:	Jon R. Sabes
	Title:	Chief Executive Officer

THE LT-1 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	A lan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-2 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	A lan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-3 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	A lan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-4 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	A lan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-5 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

[Signature Page to L Bond Registration Rights Agreement]

THE LT-6 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-7 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-8 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-9 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-12 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-13 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-14 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-14 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-15 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-16 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-17 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-18 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-19 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-21 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-22 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-23 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-24 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-25 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

THE LT-26 EXCHANGE TRUST,
By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee

By:	Alan R. Halpern
	Name:	Alan R. Halpern
	Title:	Vice President

ACCEPTED AND AGREED
THIS 10 ^th DAY OF AUGUST. 2018:

Murray T. Holland
MURRAY T. HOLLAND, as Trust Advisor

Jeffrey S. Hinkle
JEFFREY S. HINKLE, as Trust Advisor

SCHEDULE I

LIST OF SELLER EXCHANGE TRUSTS

THE LT-1 EXCHANGE TRUST

THE LT-2 EXCHANGE TRUST

THE LT-3 EXCHANGE TRUST

THE LT-4 EXCHANGE TRUST

THE LT-5 EXCHANGE TRUST

THE LT-6 EXCHANGE TRUST

THE LT-7 EXCHANGE TRUST

THE LT-8 EXCHANGE TRUST

THE LT-9 EXCHANGE TRUST

THE LT-12 EXCHANGE TRUST

THE LT-13 EXCHANGE TRUST

THE LT-14 EXCHANGE TRUST

THE LT-15 EXCHANGE TRUST

THE LT-16 EXCHANGE TRUST

THE LT-17 EXCHANGE TRUST

THE LT-18 EXCHANGE TRUST

THE LT-19 EXCHANGE TRUST

THE LT-20 EXCHANGE TRUST

THE LT-21 EXCHANGE TRUST

THE LT-22 EXCHANGE TRUST

THE LT-23 EXCHANGE TRUST

THE LT-24 EXCHANGE TRUST

THE LT-25 EXCHANGE TRUST

THE LT-26 EXCHANGE TRUST

EXHIBIT A

FORM OF JOINDER

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Registration Rights Agreement, dated as of August 10, 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “GWG Registration Rights Agreement”), by and among GWG Holdings, Inc., each of the Exchange Trusts parties thereto, and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts, and any other person or entity that becomes a party to the GWG Registration Rights Agreement in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the GWG Registration Rights Agreement.

By executing and delivering this Joinder Agreement to the GWG Registration Rights Agreement, the undersigned hereby agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the GWG Registration Rights Agreement applicable to it as a holder of Registrable Securities, in the same manner as if the undersigned were an original signatory to the GWG Registration Rights Agreement.

The undersigned acknowledges and agrees that Section 5.1 through Section 5.8 of the GWG Registration Rights Agreement are incorporated herein by reference, mutatis mutandis .

[Remainder of page intentionally left blank; signature appears on next page]

Accordingly, the undersigned have executed and delivered this Joinder Agreement as of the day of , .

	Name: [HOLDER/TRANSFEREE]

	By:
	Name:
	Title:

	Notice Information

	Address:
	Telephone:
	Facsimile:
	Email:

AGREED AND ACCEPTED
as of the day of , .

GWG HOLDINGS, INC.

By:
	Name:
	Title:

[TRANSFEROR (if applicable)]

By:
	Name:
	Title:

Exhibit 10.5

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2018 (this “ Agreement ”), is made and entered into by and among The Beneficient Company Group, L.P., a Delaware limited partnership (the “ Company ”) and GWG Holdings, Inc., a Delaware corporation (“ GWG ”).

RECITALS

WHEREAS , the Company and GWG have entered into that certain Master Exchange Agreement (the “ Master Exchange Agreement ”), with effect as of January 12, 2018, as amended and restated to the date hereof, by and among the Company, GWG, GWG Life, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, MHT Financial SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the Exchange Trusts set out on Schedule I thereto, and as agreed and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors, pursuant to which GWG has acquired certain common units of partnership interests of the Company (the “ MLP Units ”);

WHEREAS , the Company and GWG, in accordance with Section 9.2(c)(iv) of the Master Exchange Agreement, desire to enter into this Agreement, pursuant to which the Company grants GWG certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

Article I
DEFINITIONS

1.1. Definitions . The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“ Adverse Disclosure ” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board of Directors of the General Partner of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) would, in the good faith judgment of the Board of Directors of the General Partner of the Company, have a material adverse effect on the Company or on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction that is material to the Company.

“ Commission ” shall mean the Securities and Exchange Commission.

“ Company ” shall have the meaning given in the Preamble.

“ Covered Person ” shall have the meaning given in subsection 4.1.1.

“ Demand Registration ” shall have the meaning given in subsection 2.2.1.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations thereunder.

“ Excluded Registration Statement ” shall mean a registration statement on Form S-4 or Form S-8 or any successor forms promulgated for the same purposes.

“ Form S-1 ” shall have the meaning given in subsection 2.2.1.

“ Form S-3 ” shall have the meaning given in subsection 2.3.

“ General Partner ” shall mean Beneficient Management, LLC a Delaware limited liability company.

“ GWG ” shall have the meaning given in the Preamble.

“ Master Exchange Agreement ” shall have the meaning given in the Recitals hereto.

“ Maximum Number of Securities ” shall have the meaning given in subsection 2.1.2(a).

“ MLP Units ” shall have the meaning given in the Recitals hereto.

“ Piggyback Registration ” shall have the meaning given in subsection 2.1.1.

“ Registrable Security ” shall mean (i) the MLP Units held or beneficially owned by GWG or any of its Subsidiaries from time to time, including, but not limited to, MLP Units that may be acquired by GWG in the Initial Closing and the Second Closing of the Master Exchange Agreement (as such terms are defined therein) (ii) any MLP Units or other securities issued or issuable to GWG or any of its Subsidiaries upon the conversion, exercise or exchange, as applicable, of any MLP Units held or beneficially owned by GWG or any of its Subsidiaries, and (iii) any MLP Units issued or issuable to GWG or any of its Subsidiaries with respect to any MLP Units described in clauses (i) and (ii) above by way of a dividend or split or in exchange for or upon conversion of such units or otherwise in connection with a combination of units, unit subdivision, distribution, recapitalization, merger, consolidation, other reorganization or other similar event (it being understood that, for purposes of this Agreement, a person shall be deemed to hold Registrable Securities whenever such person in its sole discretion has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected); provided , however , that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“ Registration Expenses ” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(C) printing, messenger, telephone and delivery expenses (including the cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto);

(D) all fees and disbursements of counsel for the Company;

(E) all fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

(F) all fees and expenses incurred in connection with any “road show” for underwritten offerings, including all costs of travel, lodging and meals;

(G) all transfer agent’s and registrar’s fees; and

(H) the reasonable fees and expenses of counsel to GWG (not to exceed $7,500 in connection with any single registration or offering.

For the avoidance of doubt, Registration Expenses shall not include the fees or expenses of any underwriters’ counsel.

“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.

“ Shelf Registration ” shall have the meaning given in subsection 2.2.6.

“ Shelf Registration Statement ” shall have the meaning given in subsection 2.2.6.

“ Shelf Takedown ” shall have the meaning given in subsection 2.2.6.

“ Underwriter ” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“ Underwritten Shelf Takedown ” shall have the meaning given in subsection 2.2.7.

“ Underwritten Shelf Takedown Notice ” shall have the meaning given in subsection 2.2.7.

Article II
REGISTRATIONS

2.1. Piggyback Registration .

2.1.1 Piggyback Rights . If, at any time, the Company proposes to file a Registration Statement in connection with any public offering of the Company’s partnership interests or units under the Securities Act whether for its own account or for the account of one or more unitholders of the Company (other than an Excluded Registration Statement), then the Company shall give written notice of such proposed filing to GWG as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to GWG the opportunity to register the sale of such number of Registrable Securities as GWG may request in writing within fifteen (15) days after receipt of such written notice (such Registration a “ Piggyback Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by GWG pursuant to this subsection 2.1.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Should GWG propose to participate in an Underwritten Offering under this subsection 2.1.1, then GWG shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.1.2 Reduction of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and GWG in writing that the number of the MLP Units that the Company desires to sell, taken together with (i) the MLP Units, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than GWG hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.1 hereof, and (iii) the MLP Units, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other limited partners of the Company, exceeds the Maximum Number of Securities (as defined below), then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the MLP Units or other equity securities that the Company desires to sell, which can be sold without exceeding the maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of Securities ”); (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of GWG exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the MLP Units, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other limited partners of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than GWG, then the Company shall include in any such Registration (A) first, the MLP Units of such requesting persons or entities, other than GWG, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), GWG exercising its rights to register its Registrable Securities pursuant to subsection 2.1.1, w hich can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the MLP Units that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the MLP Units for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.1.3 Piggyback Registration Withdrawal . GWG shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of GWG’s intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.1.3.

2.1.4 Selection of Co-Managers . In the event any Registrable Securities are included in a Piggyback Registration, GWG may designate a co-managing underwriter to participate in the Piggyback Registration; provided that such co-managing underwriter is a nationally-recognized investment bank reasonably acceptable to the managing Underwriter. The right afforded to GWG under this subsection 2.1.4. are personal to GWG and may not be assigned under Section 5.2 hereof to any transferee or assignee of GWG.

2.2. Demand Registration .

2.2.1 Request for Registration . Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof, in the event that GWG exercises its rights under subsection 2.1.1, and all of the Registrable Securities held by GWG have not been registered pursuant to Section 2.1, then GWG may make a written demand for Registration for the Registration of all or a portion of its then outstanding Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “ Demand Registration ”). A Demand Registration may not be made prior to the date that is six (6) months following the closing of the Company’s first Underwritten Offering. Upon receipt by the Company of any such written notification from GWG to the Company, GWG shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by GWG pursuant to such Demand Registration. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this subsection 2.2.1 to be declared effective by the Commission or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. Under no circumstances shall the Company be obligated to effect more than one (1) Registration pursuant to a Demand Registration under this subsection 2.2.1 in any 12-month period with respect to any or all Registrable Securities. The Company shall not be required to facilitate a Demand Registration under this subsection 2.2.1 unless the aggregate offering price from such offering is expected to be at least $50,000,000.

2.2.2 Effective Registration . Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided , however , that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) GWG thereafter affirmatively elects to continue with such Registration and accordingly notifies the Company in writing, but in no event later than five (5) days, of such election; provided , further , that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.2.3 Underwritten Offering . Should GWG propose to distribute its Registrable Securities through an Underwritten Offering, then GWG shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by GWG subject to the approval of the Company, such approval not to be unreasonably withheld, conditioned or delayed.

2.2.5 Demand Registration Withdrawal . GWG shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company of GWG’s intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of its Registrable Securities pursuant to such Demand Registration. In the event that GWG withdraws its Registrable Securities from a Demand Registration, the Demand Registration request shall not count against the limitation on the number of Demand Registrations set forth in subsection 2.2.1. In such event (unless the withdrawal is made following commencement of a suspension period under Section 3.4), GWG shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.2.5.

2.2.6 Shelf Registration . If the Company becomes eligible to file a Registration Statement on Form S-3 with the Commission and, at such time, at least $25 million of Registrable Securities remain unsold and all such unsold Registrable Securities are not eligible for resale under Rule 144 without limitation, then, upon the written request of GWG, the Company shall (i) prepare and file with the SEC a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto that permits registration of all Registrable Securities then outstanding (a “ Shelf Registration ”), (ii) amend an existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities, or (iii) file a prospectus supplement that shall be deemed to be a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities (as applicable, a “ Shelf Registration Statement ”). If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act. The Company shall use its reasonable best efforts to (i) cause the Shelf Registration Statement to be declared effective by the Commission or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof and (ii) keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining, this Agreement is terminated in accordance with its terms, or the Company is no longer eligible to maintain a Shelf Registration Statement, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement. At any time and from time to time that a Shelf Registration Statement is effective, if GWG requests the registration under the Securities Act of additional Registrable Securities pursuant to such Shelf Registration Statement, the Company shall as promptly as practicable amend or supplement the Shelf Registration Statement to cover such additional Registrable Securities. GWG shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “ Shelf Takedown ”). GWG shall give the Company prompt written notice of the consummation of a Shelf Takedown.

2.2.7 GWG shall be entitled to request, by written notice to the Company (an “ Underwritten Shelf Takedown Notice ”), that a Shelf Takedown be an underwritten offering (an “ Underwritten Shelf Takedown ”). The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by GWG pursuant to the Underwritten Shelf Takedown and the intended method of distribution. The Company shall not be required to facilitate an Underwritten Shelf Takedown unless the aggregate offering price from such offering is expected to be at least $50,000,000. If GWG proposes an Underwritten Shelf Takedown, then GWG shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown by GWG subject to the approval of the Company, such approval not to be unreasonably withheld or delayed.

2.4. Restrictions on Registration Rights . If GWG has requested an Underwritten Registration and the Company and GWG are unable to obtain the commitment (which may be subject to the execution of an underwriting agreement at the time of the pricing of the offering) of one or more underwriters to firmly underwrite the offering, the Company may defer its obligation to file a Registration Statement until the one or more underwriters have so committed.

Article III
Company PROCEDURES

3.1. General Procedures . If at any time the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by GWG or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and GWG, and GWG’s legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and GWG included in such Registration or the legal counsel for GWG may request, give such Underwriters and GWG an opportunity to comment on such documents, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Underwriters or GWG shall reasonably object and keep the Underwriters and GWG reasonably informed as to the registration process;

3.1.5 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as GWG (in light of GWG’s intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities, including the Financial Industry Regulatory Authority Inc., as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable GWG to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.6 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.7 provide a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.8 advise GWG promptly (i) each time when a Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any post-effective amendment to a Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of any oral or written comments by the Commission or of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding GWG; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any such purpose and promptly use its reasonable best efforts to obtain the withdrawal of any such stop order; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;

3.1.9 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus (but excluding any filing of a Current Report on Form 8-K), furnish a copy thereof to GWG or its counsel;

3.1.10 notify GWG at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and , as promptly as practicable, prepare, file with the Commission and furnish to the Underwriters and to GWG a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made ;

3.1.11 permit a representative of GWG, the Underwriters, if any, and any attorney or accountant retained by GWG or such Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided , however , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; provided further that not more than one law firm and one accounting firm shall be permitted to represent all assignees or transferees of GWG under Section 5.2 hereof, without the Company’s prior written consent.

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to GWG, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as GWG, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to GWG;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available for inspection by GWG, upon reasonable notice at reasonable times and for reasonable periods, any Underwriter participating in any Underwritten Offering and any attorney, accountant or other agent retained by GWG or Underwriter, all corporate documents, financial and other records relating to the Company and its business reasonably requested by GWG or Underwriter, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by GWG, Underwriter, attorney, accountant or agent in connection with such registration or offering and make senior management of the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any person gaining access to information or personnel of the Company shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential and of which determination such person is notified, pursuant to customary confidentiality agreements reasonably acceptable to the Company;

3.1.15 in the case of an Underwritten Offering of Registrable Securities, furnish to each Underwriter participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to Underwriters in Underwritten Offerings; and (ii) use reasonable best efforts (A) to obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the execution of the applicable underwriting agreement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to Underwriters in Underwritten Offerings;

3.1.16 in the case of an Underwritten Offering of Registrable Securities, make senior management of the Company available, to the extent reasonably requested by the managing Underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such Underwritten Offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such Underwritten Offering (with an understanding that these shall be scheduled in a collaborative manner so as not to unreasonably interfere with the conduct of business of the Company), and otherwise facilitate, cooperate with, and participate in such Underwritten Offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary Underwritten Offering of its MLP Units; and

3.1.17 in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by GWG, in connection with such Registration.

3.2. Registration Expenses . Except as set forth in subsection 2.2.5, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement in connection with the registration of Registrable Securities. It is acknowledged by GWG that GWG shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing GWG.

3.3. Requirements for Participation in Underwritten Offerings . GWG may not participate in any Underwritten Offering for MLP Units pursuant to a Registration initiated by the Company hereunder unless GWG (i) agrees to sell its MLP Units on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4. Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, GWG shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion (which, for purposes of this Agreement, shall include information incorporated by reference) in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to GWG, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, determined in good faith by the Company to be necessary for such purpose; provided, that the Company shall not be entitled to exercise such right (i) more than two times during any 12-month period, (ii) for a period exceeding sixty (60) days on any one occasion, or (iii) for a period exceeding one hundred and twenty (120) days during any 12-month period. If the Company delays or suspends a Demand Registration, GWG shall be entitled to withdraw its Demand Registration request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Demand Registrations set forth in subsection 2.2.1. In the event the Company exercises its rights under the preceding sentence, GWG agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify GWG of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5. Reporting Obligations . As long as GWG owns Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as GWG may reasonably request, all to the extent required from time to time to enable GWG to sell the MLP Units held by GWG without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any reasonable and customary legal opinions. Upon the request of GWG, the Company shall deliver to GWG a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1. Indemnification .

4.1.1 The Company agrees to indemnify, to the extent permitted by law, GWG, its officers, directors, employees and agents and each person who controls GWG within the meaning of the Securities Act or the Exchange Act (each, a “ Covered Person ”), against all losses, claims, damages, liabilities and expenses to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws or otherwise, insofar as such losses, claims, , damages, liabilities or expenses arise out of or are based upon (a) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus, free writing prospectus (in each case prepared by or with participation by the Company) or any amendment thereof or supplement thereto or any document incorporated by reference therein or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability (whether or not such Covered Person is a party thereto), except insofar as the same are caused by or contained in any information furnished in writing to the Company by GWG expressly for use therein, or (b) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement. The Company shall agree in any Underwriting Agreement entered into in accordance with this Agreement to indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Covered Persons.

4.1.2 In connection with any Registration Statement in which GWG is participating, GWG shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by GWG expressly for use therein. GWG shall agree in any Underwriting Agreement to which it is a party for the sale of its Registrable Securities as provided herein to indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim or action with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or action, permit such indemnifying party to assume the defense of such claim or action with counsel reasonably satisfactory to the indemnified party; provided, that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, (D) in the reasonable judgment of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party . If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement (i) which includes any admission of wrongdoing or injunctive or equitable relief binding on any indemnified party or (ii) which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and GWG also agree to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or GWG’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however , that the liability of GWG under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by GWG in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.2. Assignment; No Third Party Beneficiaries .

5.2.1 The Company may not assign its rights or obligations hereunder without the prior written consent of GWG. Subject to compliance with subsection 5.2.4 hereof, the rights of GWG hereunder (other than as set out in subsection 2.1.4), including the right to have the Company register Registrable Securities pursuant to this Agreement, may be assigned by GWG to transferees or assignees of all or any portion of the Registrable Securities.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns.

5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement, Section 4.1 and Section 5.2 hereof.

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3. Counterparts . This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4. Governing Law; Venue . NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.5. Amendments and Modifications . Upon the written consent of the Company and GWG, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified. No course of dealing between GWG or the Company and any other party hereto or any failure or delay on the part of GWG or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of GWG or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6. Other Registration Rights . The Company represents and warrants that no person, other than GWG, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. The Company agrees that it will not enter into any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent with the rights granted to GWG under this Agreement. If the Company enters into any agreement after the date hereof granting any person registration rights with respect to any security of the Company which agreement contains any material provisions more favorable to such person than those set forth in this Agreement, the Company will notify GWG and will agree to such amendments to this Agreement as may be necessary to provide these rights to GWG.

5.7. Term . This Agreement shall terminate upon the earlier of (i) the date that GWG is permitted to sell all Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale) and (ii) the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder).

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

THE BENEFICIENT COMPANY GROUP, L.P.,
a Delaware limited partnership

By:	Brad K. Heppner
	Name:	Brad K. Heppner
	Title:	Chief Executive Officer

GWG:

GWG HOLDINGS, INC.
a Delaware corporation

By:	Jon R. Sabes
	Name:	Jon R. Sabes
	Title:	Chief Executive Officer

[Signature Page to MLP Unit Registration Rights Agreement]

Exhibit 99.1

GWG Holdings Completes Initial Closing of $695 Million Strategic Transaction with

The Beneficient Company

Initial Closing includes $50 Million Investment in GWGH Preferred Stock

Highlights of the Transaction:

The $695 million strategic transaction, structured as a two-part closing, is a transformative transaction for GWG Holdings, Inc. (GWGH).

The initial closing of the transaction exchanged $453 million in assets among GWGH, The Beneficient Company Group, L.P. (BEN) and Seller Trusts and paves the way for a final closing of an exchange of an additional $242 million in assets anticipated to take place in the fourth quarter of this year.

For GWGH, the transaction provides a significant increase and diversification in its alternative asset portfolio that is intended to provide a new source of earnings and cash flow while at the same time significantly increasing shareholder common equity.

The transaction is expected to fulfill GWGH’s strategic objective of accessing a proprietary future source of GWGH-underwritten life insurance assets which BEN would finance and include as a new allocation among BEN’s existing diversified mix of alternative asset classes it lends against and administers.

As part of the initial closing, GWGH received a $50 million investment through the issuance of a GWGH Series B Preferred Stock that will convert into GWGH common stock at $10.00 per share at the final closing between GWGH and BEN and certain third parties participating in this transaction.

Note: Due to the announcement of the initial close of the BEN transaction, GWGH second quarter earnings will be released at 5:00 p.m. EDT today.

MINNEAPOLIS and DALLAS – August 14, 2018 – GWG Holdings, Inc. (Nasdaq: GWGH), a financial services company transforming the life insurance industry through disruptive and innovative products and services, today announced an initial closing of its previously announced $695 million strategic transaction with The Beneficient Company Group, L.P. (BEN). Under the Master Exchange Agreement between GWGH and BEN, the transaction is structured as a two-part closing: an initial closing with the exchange of $453 million in assets among GWGH, BEN and Seller Trusts, and a final closing with the exchange of an additional $242 million in assets anticipated in the fourth quarter of this year. The Seller Trusts were formed to facilitate the transaction.

The strategic transaction is expected to significantly increase GWGH’s shareholder equity, diversify its balance sheet, future income statement and cash flow sources, while creating opportunities to leverage existing infrastructure and capabilities. For BEN, the transaction is expected to fulfill a goal of adding a life insurance class to its mix of alternative assets as a part of BEN providing liquidity to owners of illiquid alternative assets.

GWGH and BEN operate in complementary sectors of the alternative asset market by providing needed sources of liquidity. GWGH is one of the largest buyers of illiquid life insurance policies in the U.S. secondary market, as ranked by The Deal’s 2018 league tables , with its portfolio having reached 1,010 policies and $1.85 billion in policy benefits at the end of the second quarter. BEN provides a suite of innovative lending, trust and liquidity products to mid-to-high net worth (MHNW) individual investors and small-to-medium institutional owners of professionally managed illiquid alternative investment assets.

“We are pleased to move forward in a transformative transaction that brings together diversified alternative asset growth, resources and experience that will enable us both to expand our offerings, improve our balance sheet, and diversify our earnings,” said Jon Sabes, GWGH Chief Executive Officer.

“This transaction creates synergies to make both parties of the transaction stronger. BEN now has access to our expertise in the life insurance asset class, as well as our capabilities to distribute their alternative asset liquidity products to MHNW individual investors through the independent broker-dealers and RIAs we work with.”

“We are pleased to complete the first stage of our transaction with GWG Holdings for our Seller Trusts,” said Brad K. Heppner, Chief Executive Officer and Founder of BEN. “The life insurance asset class will be an important addition to our mix of alternative assets as we continue to grow our business. We look forward to the final closing of the transaction for our Seller Trusts.”

Transaction Details

Upon completing the final closing under the Master Exchange Agreement, $695 million of assets will be exchanged among GWGH, BEN and Seller Trusts, consisting of GWGH issuing to Seller Trusts $292 million of its common stock at $10 per share and $403 million in five-year GWGH L-Bonds. In exchange, GWGH will receive a $50 million investment through the issuance of GWGH Series B Preferred Stock that is convertible into GWGH common stock at $10.00 per share, a $200 million commercial loan receivable from BEN, and $445 million of BEN MLP units priced at $10 per unit.

The final closing is expected to take place upon the completion of regulatory and financial reporting requirements that both GWGH and BEN anticipate will occur in the fourth quarter of this year.

About GWG Holdings, Inc.

GWG Holdings, Inc. (Nasdaq: GWGH), the parent company of GWG Life and Life Epigenetics, is a financial services company transforming the life insurance industry through disruptive and innovative products and services. The Company has developed a new suite of options for the life insurance secondary market called LifeCare Xchange (LCX). This new capability provides seniors with the exchange value of their life insurance policies they can apply to long-term care and other post-retirement needs. Life Epigenetics seeks to transform the industry by applying proprietary M-Panel epigenetic technology to improve on traditional life insurance underwriting practices. Since 2006, the Company has provided seniors over $525 million in value for their life insurance and owns a portfolio of $1.85 billion in face value of policy benefits as of June 30, 2018.

For more information about GWG Holdings, Inc. email info@gwgh.com or visit www.gwgh.com.

About The Beneficient Company Group

Based in Dallas, TX, BEN intends to market an array of lending and liquidity products focused on providing early liquidity from alternative assets to mid-to-high net worth individuals (MHNW) and small institutional investors that have historically had few attractive liquidity options. BEN also plans to offer fund administration, retirement funds and insurance services for covering risks attendant to owning or managing alternative assets. BEN intends to offer its services through companies that BEN intends to apply to charter in Texas, through its Bermuda-regulated PEN Indemnity Insurance Company, LTD, as well as online financial technologies and online platforms that will provide client access to BEN’s liquidity products, services and specialized reporting tools.

For more information about The Beneficient Company, visit www.trustben.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "would," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our estimates regarding future revenue and financial performance. We may not actually achieve the expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the expectations disclosed in the forward-looking statements we make. More information about potential factors that could affect our business and financial results is contained in our filings with the Securities and Exchange Commission. Additional information will also be set forth in our future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that we make with the Securities and Exchange Commission. We do not intend, and undertake no duty, to release publicly any updates or revisions to any forward-looking statements contained herein.

Contacts:

For GWG Holdings, Inc.

Dan Callahan

Director of Communication

612.746.1935

For the Beneficent Company

Mark Semer or Daniel Yunger

Kekst

212.521.4800