GWG HOLDINGS, INC. Suite 1200 Minneapolis, Minnesota 55402GWG Holdings, Inc. • August 24th, 2011 • 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
CREDIT AND SECURITY AGREEMENT among GWG DLP FUNDING II, LLC as a Borrower UNITED LENDING SPV, LLC as a Borrower GWG LIFE SETTLEMENTS, LLC as a Seller and Life Settlement Master Servicer UNITED LENDING, LLC as a Seller and Premium Finance Master...Credit and Security Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
THIS CREDIT AND SECURITY AGREEMENT is made as of July 15, 2008, among GWG DLP FUNDING II, LLC, a Delaware limited liability company, as a Borrower, UNITED LENDING SPV, LLC, a Delaware limited liability company, as a Borrower, GWG LIFE SETTLEMENTS, LLC, a Delaware limited liability company, as a Seller and the Life Settlement Master Servicer, UNITED LENDING, LLC, a Delaware limited liability company, as a Seller and the Premium Finance Master Servicer, OPPORTUNITY BRIDGE FUNDING, LLC, as a Seller, GWG HOLDINGS, LLC, a Delaware limited liability company, as the Performance Guarantor, AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Lender, and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the Agent.
SECOND AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT NOVEMBER 15, 2010 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 • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
THIS SECOND AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT is made and entered into as of November _, 2010, among GWG LIFE SETTLEMENTS. LLC, a Delaware limited liability company (the “Borrower”), the note holders made party hereto as lenders (the “Lenders”), GWG LifeNotes Trust, a Minnesota trust (“GWG Trust”) and Lord Securities Corporation, a Delaware corporation (“GWG Trustee”).
FORM OF INDENTURE Dated as of , 2011, by and among GWG Holdings, Inc., as obligor GWG Life Settlements, LLC, as guarantor and Bank of Utah, as trustee Secured DebenturesIndenture • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • Delaware
THIS INDENTURE is hereby entered into as of , 2011, by and among GWG Holdings, Inc., a Delaware corporation (the “Company”), as obligor, GWG Life Settlements, LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and Bank of Utah, a Utah corporation, as trustee (the “Trustee”). The Company, the Guarantor and the Trustee hereby agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the renewable secured debt securities of the Company issued pursuant to the Company’s registration statement on Form S-1, as amended from time to time including through post-effective amendments (the “Registration Statement”):
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • Minnesota
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT dated as of September 3, 2009 (this “Agreement”), between INSURANCE STRATEGIES FUND, LLC, a Delaware limited liability company (“ISF”) and GWG HOLDINGS, LLC, a Delaware limited liability company (“GWG Holdings”) and its wholly owned subsidiaries GWG LIFE SETTLEMENTS, LLC, a Delaware limited liability company (“GWLIFE”), OPPORTUNITY BRIDGE FUNDING, LLC, a Delaware limited liability company (“OBF”), and UNITED LENDING, LLC a Minnesota limited liability company (“UNITED”) (all entities collectively referred to herein as “GWG”). This Agreement shall be effective on the date first set forth above (as hereinafter defined) (“Effective Date”).
PLEDGE AGREEMENTPledge Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made and entered into on November 15, 2010, by and between the parties listed on Exhibit A hereto (each a “Pledgor” and collectively the “Pledgors”) and GWG Life Notes Trust (the “Pledgee”).
FORM OF INTERCREDITOR AGREEMENTForm of Intercreditor Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • Delaware
THIS INTERCREDITOR AGREEMENT is dated as of , 2011, 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 Indenture (as defined below) (in each case including its successors and assigns from time to time, the “Debentures Representative”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
FIRST SCHEDULE 13 SECOND SCHEDULE - ARTICLES OF ASSOCIATION 14 THIRD SCHEDULE - DEED OF ADHERENCE 15GWG Holdings, Inc. • August 24th, 2011 • Life insurance
NOW IT IS HEREBY AGREED that in consideration of the mutual covenants conditions agreements hereinafter set forth or provided for and further good and valuable consideration receipt and sufficiency of which is hereby acknowledged the parties hereto respectively covenant with each other as follows:
GWG HOLDINGS, INC. RENEWABLE SECURED DEBENTURE SUBSCRIPTION AGREEMENTRenewable Secured Debenture Subscription Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance
To purchase a renewable secured debenture, please complete this form and write a check payable to GWG Holdings, Inc. Send this subscription agreement along with your check and any other documents requested below to GWG Holdings, Inc., 220 South Sixth Street, Suite 1200, Minneapolis, Minnesota 55402, or to your broker-dealer. If you have any questions, please call GWG Holdings, Inc. at 877-494-2388, or your broker-dealer.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • Minnesota
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into effective as of the 11th day of July, 2011 by and among GWG HOLDINGS, INC., a Delaware corporation with a principal address at 220 South 6th Street. Suite 1200, Minneapolis, Minnesota (“GWG”), ATHENA SECURITIES GROUP LTD, an Irish company with its registered office at 44 Upper Mount Street, Dublin 2, Ireland (“Athena Securities”) and ATHENA STRUCTURED FUNDS PLC, an Irish company incorporated by Athena Securities and currently owned 100% by Athena Securities with its registered office at 18 Merrion Road, Ballsbridge, Dublin 4, Ireland (“Athena Funds”).
CONSENT AND AMENDMENT NO. 2 Dated as of June 10, 2011 in relation to CREDIT AND SECURITY AGREEMENT Dated as of July 15, 2008Consent And • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
THIS CONSENT AND AMENDMENT NO. 2 (this “Amendment”) dated as of June 10, 2011, is entered into by and among GWG DLP FUNDING II, LLC, a Delaware limited liability company, as a Borrower (“GWG DLP”), UNITED LENDING SPV, LLC, a Delaware limited liability company, as a Borrower (“United Lending SPV” and, together with GWG DLP, the “Borrowers”), GWG LIFE SETTLEMENTS, LLC, a Delaware limited liability company, as a Seller and the Life Settlement Master Servicer (“GWG Life Settlements”), UNITED LENDING, LLC, a Delaware limited liability company, as a Seller and the Premium Finance Master Servicer (“United Lending” and, together with GWG Life Settlements, the “Master Servicers”), OPPORTUNITY BRIDGE FUNDING, LLC, as a Seller (“OBF”), GWG HOLDINGS, LLC, a Delaware limited liability company, as the Performance Guarantor (“GWG Holdings”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Lender (the “Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the Age
PERFORMANCE GUARANTYPerformance Guaranty • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
This PERFORMANCE GUARANTY (this “Guaranty”) is made as of the 15th day of July, by GWG Holdings, LLC, a Delaware limited liability company (the “Guarantor”), in favor of GWG DLP Funding II, LLC, a Delaware limited liability company (the “Life Settlement Buyer” or a “Buyer”), United Lending SPV, LLC, a Delaware limited liability company (the “Premium Finance Buyer” or a “Buyer” and, together with the Life Settlement Buyer, the “Buyers”), Autobahn Funding Company LLC, as lender (the “Lender”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as agent (the “Agent”), in connection with (i) that certain General Sale and Servicing Agreement, dated as of July 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “General Sale and Servicing Agreement”), by and among the Life Settlement Buyer, as a purchaser, the Premium Finance Buyer, as a purchaser, GWG Life Settlements, LLC, a Delaware limited liability company, as a seller and the life settlement mast
EXECUTION COPY CONSENT AND AMENDMENT NO. 1 Dated as of December 14, 2010 in relation to CREDIT AND SECURITY AGREEMENT Dated as of July 15, 2008Credit and Security Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • New York
THIS CONSENT AND AMENDMENT NO. 1 (this “Amendment”) dated as of December 14, 2010 is entered into by and among GWG DLP FUNDING II, LLC, a Delaware limited liability company, as a Borrower (“GWG DIP”), UNITED LENDING SPV, LLC, a Delaware limited liability company, as a Borrower (“United Lending SPV” and, together with GWG DLP, the “Borrowers”), GWG LIFE SETTLEMENTS, LLC, a Delaware limited liability company, as a Seller and the Life Settlement Master Servicer (“GWG Life Settlements”), UNITED LENDING, LLC, a Delaware limited liability company, as a Seller and the Premium Finance Master Servicer (“United Lending” and, together with GWG Life Settlements, the “Master Servicers”), OPPORTUNITY BRIDGE FUNDING, LLC, as a Seller (“OBF”), GWG HOLDINGS, LLC, a Delaware limited liability company, as the Performance Guarantor (“GWG Holdings”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company, as the Lender (the “Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the
FORM OF PLEDGE AND SECURITY AGREEMENTForm of Pledge and Security Agreement • August 24th, 2011 • GWG Holdings, Inc. • Life insurance • Delaware
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of , 2011 by and among GWG Holdings, Inc., a Delaware corporation (“Holdings”), GWG Life Settlements, 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 as the “Grantors”), and Bank of Utah in its capacity as indenture trustee under the Indenture (defined below) and collateral trustee hereunder (the “Trustee”) for the benefit of the Holders (as defined in the Indenture).
