0001213900-12-002096 Sample Contracts

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 Party
Note Issuance and Security Agreement • April 30th, 2012 • GWG Holdings, Inc. • Life insurance • New York

THIS THIRD AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT is made and entered into as of November 1, 2011, 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”).

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FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 30th, 2012 • GWG Holdings, Inc. • Life insurance

This First Amendment to Pledge and Security Agreement (this “Amendment”) is entered into effective as of December 15, 2011 (the “Effective Date”), by and among the undersigned parties for the purpose of amending certain provisions of that certain Pledge and Security Agreement dated as of October 19, 2011 (the “Pledge and Security Agreement”). The undersigned parties hereby agree as follows:

FIRST AMENDMENT TO INDENTURE
To Indenture • April 30th, 2012 • GWG Holdings, Inc. • Life insurance

This First Amendment to Indenture (this “Amendment”) is entered into effective as of December 15, 2011, by and among the undersigned parties with respect to that certain Indenture dated as of October 19, 2011 (the “Indenture”). The parties hereby agree as follows:

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