FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance • New York
GWG Holdings, Inc. (the “Company”) is a Delaware corporation. The Company proposes to offer up to $1,000,000,000 in aggregate principal amount (the “Offering”) of the Company’s L Bonds (“L Bonds”). The L Bonds will be issued in “Units” at a public offering price of $1,000 per Unit.
AMENDED AND RESTATED INDENTURE Dated as of October [●], 2017, by and among GWG Holdings, Inc., as obligor GWG Life, LLC, as guarantor and Bank of Utah, as trustee Debt SecuritiesIndenture • October 10th, 2017 • GWG Life, LLC • Life insurance • Delaware
THIS AMENDED AND RESTATED INDENTURE is hereby entered into as of October ____, 2017, by and among GWG Holdings, Inc., a Delaware corporation (the “Company”), as obligor, GWG Life, LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and Bank of Utah, a Utah corporation, as trustee (the “Trustee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance • Delaware
This Amended and Restated Pledge and Security Agreement (this “Security Agreement”) is entered into as of October ____, 2017, by and among GWG Holdings, Inc., a Delaware corporation (“Holdings”), GWG Life, LLC, a Delaware limited liability company (“GWG Life,” and referred to collectively with Holdings as the “Entity Grantors”), Jon R. Sabes and Steven F. Sabes (collectively, the “Individual Grantors,” and referred to collectively with the Entity Grantors simply as the “Grantors”), and Bank of Utah, in its capacity as indenture trustee under the Indenture (as defined below) and collateral trustee hereunder (the “Trustee”), for the benefit of the holders of L Bonds issued by Holdings under the Indenture and guaranteed by GWG Life (as defined in the Indenture).
GWG Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance • New York
GWG Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through Halen Capital Management, Inc. (the “Representative”), who is acting as the representative of the several underwriters (the “Underwriters”) listed on Schedule I hereto, on a best efforts basis, up to $20,000,000 in principal amount of the Company’s 7.50% L Bonds due 2018 (the “L-Bonds”), in minimum denominations of $1,000. The L-Bonds are to be issued pursuant to the provisions of an Indenture dated as of October 19, 2011 (the “Base Indenture”), as supplemented by the First Amendment to Indenture dated as of December 15, 2011, and Amendment No. 2 to Indenture dated as of January 9, 2015 (collectively, the “Indenture”) between the Company, the subsidiary guarantor named therein and Bank of Utah, National Association (the “Trustee”). The L-Bonds will be unconditionally guaranteed as to the paym
THIRD AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT November 1, 2011 among GWG LIFE SETTLEMENTS, LLC, as Borrower NOTEHOLDERS PARTY HERETO, as Lenders LORD SECURITIES CORPORATION, as Trustee and GWG LIFENOTES TRUST, as Secured PartyNote Issuance and Security Agreement • November 22nd, 2013 • GWG Life Settlements, LLC • Life insurance • New York
GWG HOLDINGS, INC. Minneapolis, Minnesota 55402Managing Broker-Dealer Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Emerson Equity LLC, a California limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $1,000,000,000 of secured bonds (the “L Bonds”) of the Company to be sold pursuant to a Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time (SEC File No. 333-197227, the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Statement by reference.
AMENDMENT NO. 2 TO INDENTUREIndenture • November 4th, 2014 • GWG Life, LLC • Life insurance
This Amendment No. 2 to Indenture (this “Amendment”) is entered into as of this [●], 2014, by and among GWG Holdings, Inc., a Delaware corporation, as obligor (the “Company”), GWG Life, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as guarantor (the “Guarantor”), and Bank of Utah, National Association, as trustee (the “Trustee”), for the purpose of amending that certain Indenture by and among the Company, the Guarantor and the Trustee dated as of October 19, 2011, as earlier amended on December 15, 2011 (as amended, referred to as the “Indenture”).
FORM OF SOLICITING DEALER AGREEMENT WITH EMERSON EQUITY, LLCSoliciting Dealer Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance
Emerson Equity, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ____________, 2017 (the “Dealer Manager Agreement”), with GWG Holdings, Inc., a Delaware corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to $1,000,000,000 in aggregate principal amount of the Company’s L Bonds (“L Bonds”). The L Bonds will be sold in “Units” at a public offering price of $1,000 per Unit. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT among GWG DLP FUNDING II, LLC, as a Borrower, GWG DLP FUNDING III, LLC, as a Borrower, GWG LIFE, LLC (formerly known as GWG Life Settlements, LLC), as the Seller and as the Master Servicer, GWG...Credit and Security Agreement • May 15th, 2015 • GWG Life, LLC • Life insurance • New York
THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is made as of May 11, 2015, among GWG DLP FUNDING II, LLC, a Delaware limited liability company, as a Borrower, GWG DLP FUNDING III, LLC, a Delaware limited liability company, as a Borrower, GWG LIFE, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as the Seller and as the Master Servicer, GWG HOLDINGS, INC., a Delaware corporation, as the Performance Guarantor, AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Conduit Lender, and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the Agent and as the Committed Lender.
GWG HOLDINGS, INC. Suite 1200 Minneapolis, Minnesota 55402Managing Broker-Dealer Agreement • November 22nd, 2013 • GWG Life Settlements, LLC • Life insurance • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Arque Capital, Ltd., a California corporation (the “Managing Broker-Dealer”), regarding (i) the offering and sale (the “Offering”) of up to $250,000,000 of secured debentures (the “Debentures”) of the Company to be sold pursuant to that certain Registration Statement on Form S-1 of the Company, initially filed with the United States Securities and Exchange Commission (the “SEC”) on June 14, 2011 (File No. 333-174887), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time after its initial effectiveness (the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Stateme
AMENDMENT NO. 3 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 3 to Pledge and Security Agreement (this “Amendment”) is entered into effective as of June ____, 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Pledge and Security Agreement dated as of October 19, 2011, as first amended on December 15, 2011, and as second amended on January 9, 2015 (as amended, the “Pledge and Security Agreement”). The undersigned parties hereby agree as follows:
AMENDMENT TO THIRD AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENTNote Issuance and Security Agreement • November 22nd, 2013 • GWG Life Settlements, LLC • Life insurance • New York
This Amendment to Third Amended and Restated Note Issuance and Security Agreement (this “Amendment”) is entered into effective as of November 18, 2013, by and among the below-identified parties for the purposes of amending certain provisions of that certain Third Amended and Restated Note Issuance and Security Agreement dated as of November 1, 2011 (the “NISA”):
AMENDMENT NO. 1 Dated as of May 20, 2015 to SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of May 11, 2015Credit and Security Agreement • May 20th, 2015 • GWG Life, LLC • Life insurance • New York
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of May 20, 2015, is entered into by and among GWG DLP FUNDING II, LLC, a Delaware limited liability company, as a Borrower (“GWG DLP II” or, a “Borrower”), GWG DLP FUNDING III, LLC, a Delaware limited liability company, as a Borrower (a “Borrower” and together with GWG DLP II, the “Borrowers”), GWG LIFE, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as the Seller and as the Master Servicer (“GWG Life”), GWG HOLDINGS, INC., a Delaware corporation, as the Performance Guarantor (“GWG Holdings”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Conduit Lender (the “Conduit Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK (“DZ Bank”), as the Committed Lender (together with the Conduit Lender, collectively, the “Lenders”) and as the Agent (in such capacity, the “Agent”).
AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • May 15th, 2015 • GWG Life, LLC • Life insurance • New York
This AMENDED AND RESTATED PERFORMANCE GUARANTY (this “Guaranty”) is made as of the 11th day of May, 2015, by GWG Holdings, Inc. (formerly known as GWG Holdings, LLC), a Delaware corporation (the “Guarantor”), in favor of GWG DLP Funding II, LLC, a Delaware limited liability company (“GWG DLP II” or a “Buyer”), GWG DLP Funding II, LLC, a Delaware limited liability company (“GWG DLP III” or a “Buyer” and, together with GWG DLP II, the “Buyers”), Autobahn Funding Company LLC, as lender (a “Lender” or the “Conduit Lender”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as committed lender (a “Lender” or the “Committed Lender” and together with the Conduit Lender, the “Lenders”) and as agent (the “Agent”), in connection with (i) that certain Second Amended and Restated General Sale and Servicing Agreement, dated as of May 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “General Sale and Servicing Agreement”), by and among GWG DLP II, as a pur
MICHAEL D. FREEDMAN EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Minnesota
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on this 22nd day of September 2014, by and between GWG Holdings, Inc., a Delaware corporation (the Company") and Michael D. Freedman (the "Executive")
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • January 7th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 1 to Intercreditor Agreement (this “Amendment”) is entered into effective as of [________], 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Intercreditor Agreement dated as of October 19, 2011 (the “Intercreditor Agreement”). The undersigned parties hereby agree as follows:
GWG HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Minnesota
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of September 22, 2014, by and between Michael D. Freedman ("Optionee") and GWG Holdings, Inc., a Delaware corporation (the "Company").
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • October 30th, 2014 • GWG Life, LLC • Life insurance
This Amendment No. 1 to Intercreditor Agreement (this “Amendment”) is entered into effective as of [________], 2014 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Intercreditor Agreement dated as of October 19, 2011 (the “Intercreditor Agreement”). The undersigned parties hereby agree as follows:
AMENDMENT NO. 2 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 7th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 2 to Pledge and Security Agreement (this “Amendment”) is entered into effective as of [________], 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Pledge and Security Agreement dated as of October 19, 2011 and amended as of December 15, 2011 (the “Pledge and Security Agreement”). The undersigned parties hereby agree as follows:
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • August 29th, 2014 • GWG Life, LLC • Life insurance • Delaware
This Amended and Restated Intercreditor Agreement (this “Agreement”) is dated as of [●], 2014, and entered into by and among GWG Lifenotes Trust, a Minnesota trust in its capacity as the representative of the holders of Notes (as defined below) (including its successors and assigns from time to time, the “GWG Trust”), Lord Securities Corporation, a Delaware corporation in its capacity as the trustee of the GWG Trust (including its successors and assigns from time to time, the “GWG Trustee,” and together with the GWG Trust, collectively referred to herein as the “Notes Representative”), and Bank of Utah, a Utah corporation in its capacity, as applicable, as (i) collateral trustee for the Debentures (as defined below) and (ii) indenture trustee under the Debenture Indenture (as defined below) (in each case including its successors and assigns from time to time, the “Debentures Representative”), and as (iii) collateral trustee for the Series L Bonds (as defined below) and (iv) indenture t
GWG HOLDINGS, INC.Subscription Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance
Please complete this form to purchase L Bonds. Sections of this form that are incomplete may be returned to your broker-dealer and may delay your purchase of L Bonds.
AMENDMENT NO. 3 TO INDENTUREIndenture • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 3 to Indenture (this “Amendment”) is entered into as of June ___, 2015, by and among GWG Holdings, Inc., a Delaware corporation, as obligor (the “Company”), GWG Life, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as guarantor (the “Guarantor”), and Bank of Utah, a Utah corporation, as trustee (the “Trustee”), for the purpose of amending that certain Indenture by and among the Company, the Guarantor and the Trustee dated as of October 19, 2011, as first amended on December 15, 2011, and as second amended on January 9, 2015 (as amended, the “Indenture”). This Amendment is being entered into solely to address certain typographical errors contained within Amendment No. 2 to Indenture dated effective as of January 9, 2015, and to reflect certain amendments to the “Intercreditor Agreement” and “Pledge and Security Agreement.”
AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 2 to Intercreditor Agreement (this “Amendment”) is entered into effective as of June ____, 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Intercreditor Agreement dated as of October 19, 2011, as earlier first amended effective January 9, 2015 (as amended, the “Intercreditor Agreement”). The undersigned parties hereby agree as follows:
AMENDMENT NO. 2 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 30th, 2014 • GWG Life, LLC • Life insurance
This Amendment No. 2 to Pledge and Security Agreement (this “Amendment”) is entered into effective as of [________], 2014 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Pledge and Security Agreement dated as of October 19, 2011 and amended as of December 15, 2011 (the “Pledge and Security Agreement”). The undersigned parties hereby agree as follows:
