Common use of Conditions to Obligations of the Company and the Partnership Clause in Contracts

Conditions to Obligations of the Company and the Partnership. In addition to the conditions set forth in Section 7.1, the obligation of each of the Company and the Partnership to effect the Closing shall be subject to the following conditions except to the extent waived in writing by each of the Company and the Partnership: (a) The Sabes Parties shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. (b) The representations and warranties set forth in Article V shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). (c) At or prior to the Closing, the Sabes Parties shall have delivered or caused to be delivered the deliveries set forth in Section 2.3(a). (i) The bylaws of GWG shall be amended to provide for up to 13 directors, (ii) at least 10 days prior to the Closing Date, GWG shall have disseminated and filed with the SEC the notices required by and pursuant to Rule 14f-1 of the rules and regulations promulgated under the Securities Exchange Act of 1934 with respect to the appointment of the Director Nominees, (iii) effective as of the Closing, each of the members of the Board of Directors of GWG shall have resigned and (iv) effective as of the Closing, the Director Nominees shall have been appointed as members of the Board of Directors of GWG (and assigned the class designated by the Partnership) such that the Board of Directors of GWG shall be comprised solely of the Director Nominees. (e) Since the date of this Agreement, unless otherwise agreed to in writing, neither GWG nor any of its subsidiaries shall have: (i) amended any of its organizational documents (other than as contemplated by Section 7.2(d)(i)); (ii) directly or indirectly acquired or agreed to acquire in any transaction (including by merger, consolidation or acquisition of stock or assets) the equity interest in any Person or division or business of any Person or the properties or assets of any Person, other than acquiring insurance policies in the ordinary course of GWG’s business; (iii) declared, set aside, made or paid any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the equity securities of GWG or any of its subsidiaries, other than dividends (A) by any direct or indirect subsidiary of GWG only to GWG or any wholly owned subsidiary of GWG in the ordinary course of business consistent with past practice or (B) to its Redeemable Preferred Stock that GWG started offering in October 2015 or to its Series 2 Redeemable Preferred Stock that GWG started offering on February 14, 2017; in each case, to the extent required pursuant to the applicable certificate of designations as in effect as of the date of this Agreement; (iv) sold, pledged, disposed of, transferred, abandoned, allowed to lapse or expired, leased, licensed, mortgaged or otherwise encumbered or subjected to any Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction), any properties, rights or assets of GWG or any of its subsidiaries, other than to (A) Bank of Utah (in its capacity as trustee under the Amended Indenture Pledge Agreement) or (B) LNV Corporation (as lender under the Loan and Security Agreement), in each case, to the extent required pursuant to the Amended Indenture Pledge Agreement or the Loan and Security Agreement, as applicable as in effect as of the date of this Agreement; (v) (A) issued, delivered, sold, granted, disposed of, pledged or otherwise encumbered any shares of capital stock of any class or any other ownership interest of GWG or any of its subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire such securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such securities, other than any issuances solely upon the exercise or settlement of outstanding equity awards issued under compensation plans that are outstanding on the date of this Agreement in accordance with their terms as of the date of this Agreement, (B) adjusted, split, combined, subdivided or reclassified any securities of GWG, or (C) entered into any contract, agreement or understanding with respect to the sale, voting, registration or repurchase of securities of GWG or any of its subsidiaries; (vi) (A) increased in any manner the compensation of any of its directors or officers or entered into, established, amended or terminated, or increased any compensation or benefits under, any employment, consulting, compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any director or officer, other than retention, severance or employment agreements with management or other employees of GWG as approved by each of the Compensation Committee of the Board of Directors of GWG and the Partnership, (B) paid any severance or other bonus to Xxx X. Xxxxx or Xxxxxx X. Sabes in connection with the resignation by such individuals from their positions with GWG or the consummation of the transactions contemplated by this Agreement or (C) deemed the transactions contemplated by this Agreement to be a Sale Transaction (as that term is defined in GWG’s 2013 Equity Incentive Plan); (vii) amended any contract, agreement or understanding required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933 or entered into any contract, agreement or understanding that would be required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933; or (viii) failed to file any forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by GWG with the SEC, other than the Annual Report on Form 10-K for the year ended December 31, 2018, an amendment to the Current Report on Form 8-K filed on January 4, 2019 or any other document solely due to the failure of Parent or the Partnership to provide required information to GWG on a timely basis (which may not be timely delivered). (f) The Stockholder’s Agreement, dated as of December 27, 2018, by and among GWG and the Exchange Trusts signatories thereto, shall have been terminated and each of such Exchange Trusts shall have executed and delivered to GWG, the Company and the Partnership a release of any claims any of them may have against GWG, the Company, the Partnership or any other Person in connection with the transactions contemplated hereby, including the transactions contemplated by Exhibit B. (g) GWG shall have (i) at least $145,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds or (ii) (A) at least $140,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds and (B) at least $5,000,000 in restricted cash.

Conditions to Obligations of the Company and the Partnership. In addition to the conditions set forth in Section 7.1, the obligation The obligations of each of the Company and the Partnership to effect issue the Closing shall be Purchased Units to TWP and to redeem the Redemption Units is subject to the fulfillment prior to or at the Closing of the following conditions except conditions: 12.1.1 The representations and warranties by TWP contained in this Agreement or in any written statement delivered by TWP to the extent waived Company or the Partnership pursuant to this Agreement shall be true in writing by each all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except (i) as contemplated by this Agreement and (ii) to the extent, if any, the Company shall waive the same in writing); and the Partnership: (a) The Sabes Parties TWP shall have duly performed and complied in all material respects with all agreementsthe terms, provisions and covenants and conditions required by of this Agreement to be performed or and complied with by them prior to TWP at or on before the Closing. 12.1.2 The Partnership shall have received an opinion, dated the Closing Date, of Lathxx & Xatkxxx, xxunsel for TWP, in form and substance reasonably satisfactory to Kirkxxxx & Xllix, xxunsel for the Partnership, with respect to the matters set forth on Exhibit A attached hereto. (b) 12.1.3 The Partnership shall have received a certificate from TWP in the form of Exhibit B attached hereto certifying as to the accuracy of TWP's representations and warranties set forth in Article V shall be true and correct as of the date of this Agreement at and as of the Closing Date and that TWP has performed and complied with all of the same effect as though made terms, provisions and conditions to be performed and complied with by TWP at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date)or before the Closing. (c) At or prior to 12.1.4 TWP shall have executed and delivered the ClosingThird Amended and Restated Agreement of Limited Partnership in the form attached hereto as Exhibit H and the Investors Agreement in the form attached hereto as Exhibit I. 12.1.5 The Partnership, the Sabes Parties Company and TWP shall have delivered obtained all material consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or caused governmental agency, board, bureau, body, department or authority or of any other person required to be delivered the deliveries set forth in Section 2.3(a). (i) The bylaws of GWG shall be amended to provide for up to 13 directors, (ii) at least 10 days prior to the Closing Date, GWG shall have disseminated and filed with the SEC the notices required by and pursuant to Rule 14f-1 of the rules and regulations promulgated under the Securities Exchange Act of 1934 with respect to the appointment of the Director Nominees, (iii) effective as of the Closing, each of the members of the Board of Directors of GWG shall have resigned and (iv) effective as of the Closing, the Director Nominees shall have been appointed as members of the Board of Directors of GWG (and assigned the class designated obtained by the Partnership) such that , the Board of Directors of GWG shall be comprised solely of the Director Nominees. (e) Since the date of this Agreement, unless otherwise agreed to in writing, neither GWG nor any of its subsidiaries shall have: (i) amended any of its organizational documents (other than as contemplated by Section 7.2(d)(i)); (ii) directly Company or indirectly acquired or agreed to acquire in any transaction (including by merger, consolidation or acquisition of stock or assets) the equity interest in any Person or division or business of any Person or the properties or assets of any Person, other than acquiring insurance policies in the ordinary course of GWG’s business; (iii) declared, set aside, made or paid any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the equity securities of GWG or any of its subsidiaries, other than dividends (A) by any direct or indirect subsidiary of GWG only to GWG or any wholly owned subsidiary of GWG in the ordinary course of business consistent with past practice or (B) to its Redeemable Preferred Stock that GWG started offering in October 2015 or to its Series 2 Redeemable Preferred Stock that GWG started offering on February 14, 2017; in each case, to the extent required pursuant to the applicable certificate of designations as in effect as of the date of this Agreement; (iv) sold, pledged, disposed of, transferred, abandoned, allowed to lapse or expired, leased, licensed, mortgaged or otherwise encumbered or subjected to any Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction), any properties, rights or assets of GWG or any of its subsidiaries, other than to (A) Bank of Utah (in its capacity as trustee under the Amended Indenture Pledge Agreement) or (B) LNV Corporation (as lender under the Loan and Security Agreement), in each case, to the extent required pursuant to the Amended Indenture Pledge Agreement or the Loan and Security AgreementTWP, as applicable as in effect as of the date of this Agreement; (v) (A) issuedcase may be, delivered, sold, granted, disposed of, pledged or otherwise encumbered any shares of capital stock of any class or any other ownership interest of GWG or any of its subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire such securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such securities, other than any issuances solely upon the exercise or settlement of outstanding equity awards issued under compensation plans that are outstanding on the date of this Agreement in accordance with their terms as of the date of this Agreement, (B) adjusted, split, combined, subdivided or reclassified any securities of GWG, or (C) entered into any contract, agreement or understanding with respect to the sale, voting, registration or repurchase of securities of GWG or any of its subsidiaries; (vi) (A) increased in any manner the compensation of any of its directors or officers or entered into, established, amended or terminated, or increased any compensation or benefits under, any employment, consulting, compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any director or officer, other than retention, severance or employment agreements with management or other employees of GWG as approved by each of the Compensation Committee of the Board of Directors of GWG and the Partnership, (B) paid any severance or other bonus to Xxx X. Xxxxx or Xxxxxx X. Sabes in connection with the resignation by such individuals from their positions with GWG or execution, delivery and performance of this Agreement and all other agreements, certificates and instruments contemplated herein and the consummation of the transactions contemplated by this Agreement or (C) deemed the transactions contemplated by this Agreement to be a Sale Transaction (as that term is defined in GWG’s 2013 Equity Incentive Plan); (vii) amended any contract, agreement or understanding required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933 or entered into any contract, agreement or understanding that would be required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933; or (viii) failed to file any forms, reports, schedules, registration statements, definitive proxy statements hereby and other documents (including all exhibits) required to be filed by GWG with the SEC, other than the Annual Report on Form 10-K for the year ended December 31, 2018, an amendment to the Current Report on Form 8-K filed on January 4, 2019 or any other document solely due to the failure of Parent or the Partnership to provide required information to GWG on a timely basis (which may not be timely delivered)thereby. (f) The Stockholder’s Agreement, dated as of December 27, 2018, by and among GWG and the Exchange Trusts signatories thereto, shall have been terminated and each of such Exchange Trusts shall have executed and delivered to GWG, the Company and the Partnership a release of any claims any of them may have against GWG, the Company, the Partnership or any other Person in connection with the transactions contemplated hereby, including the transactions contemplated by Exhibit B. (g) GWG shall have (i) at least $145,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds or (ii) (A) at least $140,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds and (B) at least $5,000,000 in restricted cash.

Conditions to Obligations of the Company and the Partnership. In addition to the conditions set forth in Section 7.1, the obligation of each of the Company and the Partnership to effect the Closing shall be subject to the following conditions except to the extent waived in writing by each of the Company and the Partnership: (a) The Sabes Parties shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. (b) The representations and warranties set forth in Article V shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). (c) At or prior to the Closing, the Sabes Parties shall have delivered or caused to be delivered the deliveries set forth in Section 2.3(a). (i) The bylaws of GWG shall be amended to provide for up to 13 directors, (ii) at least 10 days prior to the Closing Date, GWG shall have disseminated and filed with the SEC the notices required by and pursuant to Rule 14f-1 of the rules and regulations promulgated under the Securities Exchange Act of 1934 with respect to the appointment of the Director Nominees, (iii) effective as of the Closing, each of the members of the Board of Directors of GWG shall have resigned and (iv) effective as of the Closing, the Director Nominees shall have been appointed as members of the Board of Directors of GWG (and assigned the class designated by the Partnership) such that the Board of Directors of GWG shall be comprised solely of the Director Nominees. (e) Since the date of this Agreement, unless otherwise agreed to in writing, neither GWG nor any of its subsidiaries shall have: (i) amended any of its organizational documents (other than as contemplated by Section 7.2(d)(i)); (ii) directly or indirectly acquired or agreed to acquire in any transaction (including by merger, consolidation or acquisition of stock or assets) the equity interest in any Person or division or business of any Person or the properties or assets of any Person, other than acquiring insurance policies in the ordinary course of GWG’s business; (iii) declared, set aside, made or paid any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the equity securities of GWG or any of its subsidiaries, other than dividends (A) by any direct or indirect subsidiary of GWG only to GWG or any wholly owned subsidiary of GWG in the ordinary course of business consistent with past practice or (B) to its Redeemable Preferred Stock that GWG started offering in October 2015 or to its Series 2 Redeemable Preferred Stock that GWG started offering on February 14, 2017; in each case, to the extent required pursuant to the applicable certificate of designations as in effect as of the date of this Agreement; (iv) sold, pledged, disposed of, transferred, abandoned, allowed to lapse or expired, leased, licensed, mortgaged or otherwise encumbered or subjected to any Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction), any properties, rights or assets of GWG or any of its subsidiaries, other than to (A) Bank of Utah (in its capacity as trustee under the Amended Indenture Pledge Agreement) or (B) LNV Corporation (as lender under the Loan and Security Agreement), in each case, to the extent required pursuant to the Amended Indenture Pledge Agreement or the Loan and Security Agreement, as applicable as in effect as of the date of this Agreement; (v) (A) issued, delivered, sold, granted, disposed of, pledged or otherwise encumbered any shares of capital stock of any class or any other ownership interest of GWG or any of its subsidiaries, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire such securities, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such securities, other than any issuances solely upon the exercise or settlement of outstanding equity awards issued under compensation plans that are outstanding on the date of this Agreement in accordance with their terms as of the date of this Agreement, (B) adjusted, split, combined, subdivided or reclassified any securities of GWG, or (C) entered into any contract, agreement or understanding with respect to the sale, voting, registration or repurchase of securities of GWG or any of its subsidiaries; (vi) (A) increased in any manner the compensation of any of its directors or officers or entered into, established, amended or terminated, or increased any compensation or benefits under, any employment, consulting, compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any director or officer, other than retention, severance or employment agreements with management or other employees of GWG as approved by each of the Compensation Committee of the Board of Directors of GWG and the Partnership, (B) paid any severance or other bonus to Xxx X. Xxxxx or Xxxxxx X. Sabes Xxxxx in connection with the resignation by such individuals from their positions with GWG or the consummation of the transactions contemplated by this Agreement or (C) deemed the transactions contemplated by this Agreement to be a Sale Transaction (as that term is defined in GWG’s 2013 Equity Incentive Plan); (vii) amended any contract, agreement or understanding required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933 or entered into any contract, agreement or understanding that would be required to be filed by GWG as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933; or (viii) failed to file any forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by GWG with the SEC, other than the Annual Report on Form 10-K for the year ended December 31, 2018, an amendment to the Current Report on Form 8-K filed on January 4, 2019 or any other document solely due to the failure of Parent or the Partnership to provide required information to GWG on a timely basis (which may not be timely delivered). (f) The Stockholder’s Agreement, dated as of December 27, 2018, by and among GWG and the Exchange Trusts signatories thereto, shall have been terminated and each of such Exchange Trusts shall have executed and delivered to GWG, the Company and the Partnership a release of any claims any of them may have against GWG, the Company, the Partnership or any other Person in connection with the transactions contemplated hereby, including the transactions contemplated by Exhibit B. (g) GWG shall have (i) at least $145,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds or (ii) (A) at least $140,000,000 in cash, which cash shall not be subject to any restrictions other than as provided in the Amended Indenture Pledge Agreement, the Loan and Security Agreement or in the Prospectuses filed with the SEC prior to the date of this Agreement with respect to GWG’s L Bonds and (B) at least $5,000,000 in restricted cash.