0001213900-13-006838 Sample Contracts

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GWG HOLDINGS, INC. Suite 1200 Minneapolis, Minnesota 55402
GWG Life Settlements, LLC • November 22nd, 2013 • 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 TO THIRD AMENDED AND RESTATED NOTE ISSUANCE AND SECURITY AGREEMENT
Note 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”):

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