REGISTRATION RIGHTS AGREEMENT (COMMON STOCK)Registration Rights Agreement • January 4th, 2019 • GWG Holdings, Inc. • Life insurance • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2018 (this “Agreement”), is made and entered into by and among GWG Holdings, Inc., a Delaware corporation (the “Company”) and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Second Closing (as such term is defined in the Master Exchange Agreement (as defined below)), each a “Seller Trust” and collectively the “Seller Trusts”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the “Trust Advisors”) and any Holder Transferee.
GWG HOLDINGS, INC., AND THE TRUST ADVISORS TO THE SELLER TRUSTS LISTED ON SCHEDULE A HERETO ORDERLY MARKETING AGREEMENT December 27, 2018 ORDERLY MARKETING AGREEMENTOrderly Marketing Agreement • January 4th, 2019 • GWG Holdings, Inc. • Life insurance • New York
THIS ORDERLY MARKETING AGREEMENT (the “OMA”) is entered into on December 27, 2018 (the “Effective Date”) by and among GWG Holdings, Inc., a Delaware corporation (“GWG”), and the Trust Advisors to the Seller Trusts listed on Schedule A hereto (the “Trust Advisors”), and any other person or entity that becomes a party to this Agreement by executing and delivering a joinder hereto in the form attached as Exhibit A. Each of GWG and the Trust Advisors may be referred to herein as a “Party” and collectively as the “Parties.”
STOCKHOLDERS AGREEMENTStockholders Agreement • January 4th, 2019 • GWG Holdings, Inc. • Life insurance • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of December 27, 2018, is made and entered into by and among GWG Holdings, Inc., a Delaware corporation (the “Company”), and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Second Closing, each a “Seller Trust” and collectively the “Seller Trusts”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the “Trust Advisors”), and any other person or entity that becomes a party to this Agreement by executing and delivering a joinder to this Agreement in the form attached hereto as Exhibit A.
The Beneficient Company Group, L.P. Participating Option to Acquire Common UnitsParticipating Option Agreement • January 4th, 2019 • GWG Holdings, Inc. • Life insurance • Delaware
This Participating Option Agreement (the “Participating Option”) sets out the terms and conditions applicable to the option to acquire Common Units (as defined in the Amended and Restated Limited Partnership Agreement of The Beneficient Company Group, L.P. (the “BEN LPA”), dated as of September 1, 2017) (the “Options”) granted by The Beneficient Company Group, L.P. (the “Optionor”), a Delaware limited partnership, to GWG Holdings, Inc., a Delaware corporation (the “Optionee”). This Participating Option, which includes the attached addendum (the “Addendum”) and Confirmation (the “Confirmation”), as may be amended from time to time (collectively, the “Agreement”) shall come into effect as of December 27, 2018. The terms defined in the Definitions set forth in the Addendum will have the meanings given there for the purpose of this Agreement.
AMENDMENT NO. 1 TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • January 4th, 2019 • GWG Holdings, Inc. • Life insurance • New York
This Amendment No. 1, dated as of December 27, 2018 (the “Amendment”), to that certain Commercial Loan Agreement, dated as of August 10, 2018 (the “Loan Agreement”), is by and between GWG Holdings, Inc., a Delaware corporation (the “Lender”), and The Beneficient Company Group, L.P., a Delaware limited partnership (the “Borrower”). Defined terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Loan Agreement.
