PURCHASE AND CONTRIBUTION agreementPurchase and Contribution Agreement • May 6th, 2019 • Beneficient Capital Company, L.L.C. • Life insurance • Delaware
This PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 15, 2019, is by and among: (a) The Beneficient Company Group, L.P. (“Parent”); (b) Beneficient Company Holdings, L.P., a Delaware limited partnership (the “Partnership”); (c) AltiVerse Capital Markets, L.L.C., a Delaware limited liability company (the “Company”); (d) Sabes AV Holdings, LLC, a Delaware limited liability company (“Sabes AV”); and (e) Jon R. Sabes, Steven F. Sabes, Insurance Strategies Fund, LLC, a Delaware limited liability company, and SFS Holdings, LLC, a Nevada limited liability company (collectively, the “Investors” and, together with Sabes AV, the “Sabes Parties”). The Partnership, the Company, the Sabes Parties and Parent are each referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 6th, 2019 • Beneficient Capital Company, L.L.C. • Life insurance • Delaware
This Consent and Joinder to Amended and Restated Pledge and Security Agreement (this “Consent and Joinder”) is entered into as of April 26, 2019 (the “Effective Date”), by and among Jon R. Sabes and Steven F. Sabes (collectively, the “Individual Grantors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (“BCC”), AltiVerse Capital Markets, L.L.C., a Delaware limited liability company (“AltiVerse”), and Bank of Utah, solely in its capacities as indenture trustee under the Indenture (as defined below) and collateral trustee under the Security Agreement (as defined below) (the “Trustee”), for the benefit of the holders of L Bonds issued by GWG Holdings, Inc., a Delaware corporation (“Holdings”) under the Indenture and guaranteed by GWG Life, LLC, a Delaware limited liability company (“GWG Life,” and referred to collectively with Holdings as the “Entity Grantors”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2019 • Beneficient Capital Company, L.L.C. • Life insurance
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of GWG Holdings, Inc., and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
