FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance • New York
GWG Holdings, Inc. (the “Company”) is a Delaware corporation. The Company proposes to offer up to $1,000,000,000 in aggregate principal amount (the “Offering”) of the Company’s L Bonds (“L Bonds”). The L Bonds will be issued in “Units” at a public offering price of $1,000 per Unit.
AMENDED AND RESTATED INDENTURE Dated as of October [●], 2017, by and among GWG Holdings, Inc., as obligor GWG Life, LLC, as guarantor and Bank of Utah, as trustee Debt SecuritiesIndenture • October 10th, 2017 • GWG Life, LLC • Life insurance • Delaware
THIS AMENDED AND RESTATED INDENTURE is hereby entered into as of October ____, 2017, by and among GWG Holdings, Inc., a Delaware corporation (the “Company”), as obligor, GWG Life, LLC, a Delaware limited liability company (the “Guarantor”), as guarantor, and Bank of Utah, a Utah corporation, as trustee (the “Trustee”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance • Delaware
This Amended and Restated Pledge and Security Agreement (this “Security Agreement”) is entered into as of October ____, 2017, by and among GWG Holdings, Inc., a Delaware corporation (“Holdings”), GWG Life, 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 simply as the “Grantors”), and Bank of Utah, in its capacity as indenture trustee under the Indenture (as defined below) and collateral trustee hereunder (the “Trustee”), for the benefit of the holders of L Bonds issued by Holdings under the Indenture and guaranteed by GWG Life (as defined in the Indenture).
FORM OF SOLICITING DEALER AGREEMENT WITH EMERSON EQUITY, LLCSoliciting Dealer Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance
Emerson Equity, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ____________, 2017 (the “Dealer Manager Agreement”), with GWG Holdings, Inc., a Delaware corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to $1,000,000,000 in aggregate principal amount of the Company’s L Bonds (“L Bonds”). The L Bonds will be sold in “Units” at a public offering price of $1,000 per Unit. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
GWG HOLDINGS, INC.Subscription Agreement • October 10th, 2017 • GWG Life, LLC • Life insurance
Please complete this form to purchase L Bonds. Sections of this form that are incomplete may be returned to your broker-dealer and may delay your purchase of L Bonds.
