INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Nevada
This Indemnification Agreement (this “Agreement”), dated as of , 2022, is entered into by and between Beneficient, a Nevada corporation (the “Company”), and [ ] (the “Indemnitee”).
INTERCREDITOR AGREEMENT by and between HCLP NOMINEES, L.L.C. , as Senior Lender, and GWG LIFE, LLC , as Mezzanine Lender Dated as of May 31, 2019Intercreditor Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS INTERCREDITOR AGREEMENT (this “ Agreement ”), dated as of May 31, 2019 by and between HCLP NOMINEES, L.L.C. , a Delaware limited liability company (together with its successors and assigns, “ Senior Lender ”), and GWG LIFE, LLC , a Delaware limited liability company (together with its successors and assigns, “ Mezzanine Lender ”).
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
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 ”).
COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
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.”
CONSENT AND JOINDER TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • 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 Dat e”), 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 ”).
JOINDER AGREEMENTJoinder Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
This JOINDER AGREEMENT, dated as of August 13, 2020, is delivered by the Persons listed on Annex 1-A hereto (the “Joining Parties”) pursuant to the Security and Pledge Agreement, dated as of September 1, 2017, among LT-1 Custody Trust, LT-2 Custody Trust, LT-3 Custody Trust, LT-4 Custody Trust, LT-5 Custody Trust, LT-6 Custody Trust, LT-7 Custody Trust, LT-8 Custody Trust, Beneficient Capital Company, L.L.C. and HCLP Nominees, L.L.C. (the “Lender”) (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Joinder Agreement, the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement.
SECURITY AND PLEDGE AGREEMENT (DST)Subordination Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of August 13, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among each of the Delaware statutory trusts listed on Schedule II hereto (each, a “Pledgor” and collectively, the “Pledgors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Borrower”), and HCLP Nominees, L.L.C., as second lien lender (the “Lender”).
AMENDMENT NO. 1 TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
This Amendment No. 1, dated as of December 27, 2018 (the “ Amendment ”), to that certain Commercial Loan Agreement, dated as of August 10, 2018 (the “ Loan Agreement ”), is by and between GWG Holdings, Inc., a Delaware corporation (the “L ender ”), and The Beneficient Company Group, L.P., a Delaware limited partnership (the “ Borrowe r”). Defined terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Loan Agreement.
SECURITY AND PLEDGE AGREEMENT (DST)Security and Pledge Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of September 1, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among each of the Delaware statutory trusts listed on Schedule II hereto (each, a “Pledgor” and collectively, the “Pledgors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Borrower”), and HCLP Nominees, L.L.C. (the “Lender”).
RESTRICTED EQUITY UNIT AWARD AGREEMENT OF THE BENEFICIENT COMPANY GROUP, L.P.Restricted Equity Unit Award Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
This RESTRICTED EQUITY UNIT AWARD AGREEMENT (this “Agreement”) of THE BENEFICIENT COMPANY GROUP, L.P. (the “Partnership”) is made by and between the Partnership and the undersigned (the “Grantee”). Capitalized terms used herein and not otherwise defined herein or in The Beneficient Company Group, L.P. 2018 Equity Incentive Plan, as amended from time to time (the “Plan”), shall be as defined in Appendix A attached hereto and the Plan is hereby attached as Appendix C and incorporated by reference herein.
CONSENT NO. 2 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Amended and Restated Second Lien Credit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT NO. 2 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Consent”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.
THIRD AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
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 defin
CONSENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Amended and Restated Second Lien Credit Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
This CONSENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT, dated as of January 20, 2021 and effective as of September 30, 2020 (subject to the conditions set forth in Section 1.11 hereof) (this “Consent”), is entered into by and between BENEFICIENT CAPITAL COMPANY II, L.L.C. f/k/a Beneficient Capital Company, L.L.C, as borrower (the “Borrower”), BENEFICIENT COMPANY HOLDINGS, L.P. (“Holdings”) and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Second Lien Credit Agreement (as defined below) (in such capacity, the “Second Lien Lender”), in respect of the Second Lien Credit Agreement. Capitalized terms used in this Consent and not otherwise defined shall have the meaning assigned to such terms in the Second Lien Credit Agreement.
FIRST AMENDED & RESTATED SERVICES AGREEMENTServices Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
This First Amended and Restated Services Agreement (this “Agreement”) is entered into by and between Bradley Capital Company, L.L.C., a Delaware limited liability company (“Provider”), The Beneficient Company Group, L.P., a Delaware limited partnership (“Firm”), Beneficient Company Holdings, L.P., a Delaware limited partnership (“BCH”), and Beneficient Management Counselors, L.L.C., a Delaware limited liability company (“BMC”) and is effective as of January 1, 2022 (“Effective Date”). Provider and the Firm are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT by and among GWG HOLDINGS, INC., GWG LIFE, LLC, THE BENEFICIENT COMPANY GROUP, L.P., MHT FINANCIAL SPV, LLC, and EACH SELLER EXCHANGE TRUST LISTED IN SCHEDULE I HERETOMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
This Amended and Restated Master Exchange Agreement (this “ Agreement” ), effective as of January 12, 2018, amends and restates in its entirety that certain Master Exchange Agreement dated as of January 12, 2018, by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG (“ GWG LIFE ”), THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership (the “ Company ”), MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C. (“ MHT SPV ”), 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 Closing, 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 ”).
GUARANTYGuaranty • December 9th, 2022 • Beneficient Co Group, L.P. • New York
This GUARANTY (this “Guaranty”), dated as of September 1, 2017, is made by BENEFICIENT COMPANY HOLDINGS, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of HCLP NOMINEES, L.L.C., a Delaware limited liability company (the “Lender”).
The Beneficient Company Group (USA), L.L.C. Dallas, Texas 75201Employment Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
We are pleased to extend an offer of employment with The Beneficient Company Group (USA), L.L.C. (the “Employer”), a subsidiary of The Beneficient Company Group, L.P. (the “Firm”), on the terms set out below (this “Agreement”). Please note that this offer may be contingent upon receipt of a satisfactory background check and is contingent on proof your identity and authorization to work in the United States as required by law and execution of the Restrictive Covenants Agreement attached as Exhibit A and incorporated by this reference. If accepted and all these conditions are satisfied, your employment will begin on January 1, 2020 (the “Effective Date”).
ContractSubordination Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN THIRD AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), DATED AS OF AUGUST 13, 2020, AMONG HCLP NOMINEES, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY (TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS), INDIVIDUALLY AS A SUBORDINATED CREDITOR AND AS SUBORDINATED CREDITOR REPRESENTATIVE, AND HCLP NOMINEES L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, INDIVIDUALLY AS A SENIOR CREDITOR AND AS SENIOR CREDITOR REPRESENTATIVE AND IN SUCH CAPACITY AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN (AND ITS SUCCESSORS AND ASSIGNS IN SUCH CAPACITY), TO THE SENIOR DEBT DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORD
SECURITY AND PLEDGE AGREEMENT (DST)Subordination Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of August 13, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among each of the Delaware statutory trusts listed on Schedule II hereto (each, a “Pledgor” and collectively, the “Pledgors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Borrower”), and HCLP Nominees, L.L.C., as second lien lender (the “Lender”).
SECOND AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS SECOND AMENDMENT is dated as of June 29, 2018 (this “ Second 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, and further amended by the First Amendment thereto, dated April 30, 2018 (the “ Agreement ”), 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.
JOINDER AGREEMENTJoinder Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
This JOINDER AGREEMENT, dated as of August 13, 2020, is delivered by each of the entities listed on Annex 1-A hereto (the “Joining Parties”) pursuant to the Guaranty Agreement, dated as of September 1, 2017, by LT-1 Custody Trust, LT-2 Custody Trust, LT-3 Custody Trust, LT-4 Custody Trust, LT-5 Custody Trust, LT-6 Custody Trust, LT-7 Custody Trust and LT-8 Custody Trust (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Joinder Agreement, the “Guaranty Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 7, 2021, by and between The Beneficient Company Group, L.P., a Delaware limited partnership (the “Company”), and the undersigned parties listed under “Holders” on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
FIRST AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS FIRST AMENDMENT is dated as of April 30, 2018 (this “ 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 ”), 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.
SECURITY AND PLEDGE AGREEMENT (BORROWER)Subordination Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of August 13, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Pledgor”), and HCLP Nominees, L.L.C., as second lien lender (the “Lender”).
CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Amended and Restated Second Lien Credit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.
CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Amended and Restated Second Lien Credit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2021 and effective as of July 15, 2021 (the “Effective Date”) is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”).
CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2021 and effective as of July 15, 2021 (the “Effective Date”) is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”).
The Beneficient Company Group, L.P. Participating Option to Acquire Common UnitsParticipating Option Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
This Participating Option Agreement (the “ Participating Option ”) sets out the terms and conditions applicable to the option to acquire Common Units (as defined in the Amended and Restated Limited Partnership Agreement of The Beneficient Company Group, L.P. (the “ BEN LPA ”), dated as of September 1, 2017) (the “ Options ”) granted by The Beneficient Company Group, L.P. (the “ Optionor ”), a Delaware limited partnership, to GWG Holdings, Inc., a Delaware corporation (the “ Optionee ”). This Participating Option, which includes the attached addendum (the “ Addendum ”) and Confirmation (the “ Confirmation ”), as may be amended from time to time (collectively, the “ Agreement ”) shall come into effect as of December 27, 2018. The terms defined in the Definitions set forth in the Addendum will have the meanings given there for the purpose of this Agreement.
AMENDMENT NO. 2 TO LOAN DOCUMENTSLoan Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS AMENDMENT NO. 2 TO LOAN DOCUMENTS (this “Amendment”), dated as of June 28, 2021 is entered into by and among BENEFICIENT CAPITAL COMPANY II, L.L.C. (f/k/a Beneficient Capital Company, L.L.C.) (the “Original Borrower”), BENEFICIENT COMPANY HOLDINGS, L.P. (the “New Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), GWG HOLDINGS, INC. (“GWG”), GWG LIFE, LLC (“GWG Life”), GWG DLP FUNDING V HOLDINGS, LLC (the “Equity Owner”) and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”).
CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTSecond Amended and Restated Credit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.
THIRD AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS THIRD AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of August 13, 2020, by and among HCLP NOMINEES, L.L.C., a Delaware limited liability company (together with its successors, “HCLP”), individually as a Subordinated Creditor and as Subordinated Creditor Representative (as defined below) (together with its permitted assigns, the “Subordinated Creditor”), and HCLP, individually as a Senior Creditor and as Senior Creditor Representative (as defined below) (together with its permitted assigns, the “Senior Creditor”).
SECURITY AND PLEDGE AGREEMENT (BORROWER)Security and Pledge Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of September 1, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Pledgor”), and HCLP Nominees, L.L.C. (the “Lender”).
CONSENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
This CONSENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 20, 2021 and effective as of September 30, 2020 (subject to the conditions set forth in Section 1.11 hereof) (this “Consent”), is entered into by and between BENEFICIENT CAPITAL COMPANY II, L.L.C. f/k/a Beneficient Capital Company, L.L.C, as borrower (the “Borrower”), BENEFICIENT COMPANY HOLDINGS, L.P. (“Holdings”) and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Senior Credit Agreement (as defined below) (in such capacity, the “Senior Lender”), in respect of the Senior Credit Agreement. Capitalized terms used in this Consent and not otherwise defined shall have the meaning assigned to such terms in the Senior Credit Agreement.
CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.
