GWG Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance • New York
GWG Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through Halen Capital Management, Inc. (the “Representative”), who is acting as the representative of the several underwriters (the “Underwriters”) listed on Schedule I hereto, on a best efforts basis, up to $20,000,000 in principal amount of the Company’s 7.50% L Bonds due 2018 (the “L-Bonds”), in minimum denominations of $1,000. The L-Bonds are to be issued pursuant to the provisions of an Indenture dated as of October 19, 2011 (the “Base Indenture”), as supplemented by the First Amendment to Indenture dated as of December 15, 2011, and Amendment No. 2 to Indenture dated as of January 9, 2015 (collectively, the “Indenture”) between the Company, the subsidiary guarantor named therein and Bank of Utah, National Association (the “Trustee”). The L-Bonds will be unconditionally guaranteed as to the paym
AMENDMENT NO. 3 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 3 to Pledge and Security Agreement (this “Amendment”) is entered into effective as of June ____, 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Pledge and Security Agreement dated as of October 19, 2011, as first amended on December 15, 2011, and as second amended on January 9, 2015 (as amended, the “Pledge and Security Agreement”). The undersigned parties hereby agree as follows:
AMENDMENT NO. 3 TO INDENTUREIndenture • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 3 to Indenture (this “Amendment”) is entered into as of June ___, 2015, by and among GWG Holdings, Inc., a Delaware corporation, as obligor (the “Company”), GWG Life, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as guarantor (the “Guarantor”), and Bank of Utah, a Utah corporation, as trustee (the “Trustee”), for the purpose of amending that certain Indenture by and among the Company, the Guarantor and the Trustee dated as of October 19, 2011, as first amended on December 15, 2011, and as second amended on January 9, 2015 (as amended, the “Indenture”). This Amendment is being entered into solely to address certain typographical errors contained within Amendment No. 2 to Indenture dated effective as of January 9, 2015, and to reflect certain amendments to the “Intercreditor Agreement” and “Pledge and Security Agreement.”
AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 12th, 2015 • GWG Life, LLC • Life insurance
This Amendment No. 2 to Intercreditor Agreement (this “Amendment”) is entered into effective as of June ____, 2015 (the “Effective Date”), by and among the undersigned parties for the purpose of amending that certain Intercreditor Agreement dated as of October 19, 2011, as earlier first amended effective January 9, 2015 (as amended, the “Intercreditor Agreement”). The undersigned parties hereby agree as follows:
