0001213900-14-009000 Sample Contracts

GWG HOLDINGS, INC. Minneapolis, Minnesota 55402
Managing Broker-Dealer Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Delaware

This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Emerson Equity LLC, a California limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $1,000,000,000 of secured bonds (the “L Bonds”) of the Company to be sold pursuant to a Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time (SEC File No. 333-197227, 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 Statement by reference.

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MICHAEL D. FREEDMAN EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Minnesota

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on this 22nd day of September 2014, by and between GWG Holdings, Inc., a Delaware corporation (the Company") and Michael D. Freedman (the "Executive")

GWG HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Minnesota

THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of September 22, 2014, by and between Michael D. Freedman ("Optionee") and GWG Holdings, Inc., a Delaware corporation (the "Company").

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