INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Nevada
This Indemnification Agreement (this “Agreement”), dated as of , 2022, is entered into by and between Beneficient, a Nevada corporation (the “Company”), and [ ] (the “Indemnitee”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 28th, 2023 • Beneficient • Finance services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 27, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and BENEFICIENT, a company incorporated under the laws of the State of Nevada (the “Company”).
CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of June 6, 2023, by and among Beneficient Company Holding, L.P., a Delaware limited partnership (“BCH”), The Beneficient Company Group, L. P., a Delaware limited partnership and the general partner of BCH (“BCG”), and Richard W. Fisher (the “Holder”). BCH, BCG and Holder are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein have the meanings set forth in the Seventh Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. (as amended, the “BCH LPA”).
INTERCREDITOR AGREEMENT by and between HCLP NOMINEES, L.L.C. , as Senior Lender, and GWG LIFE, LLC , as Mezzanine Lender Dated as of May 31, 2019Intercreditor Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS INTERCREDITOR AGREEMENT (this “ Agreement ”), dated as of May 31, 2019 by and between HCLP NOMINEES, L.L.C. , a Delaware limited liability company (together with its successors and assigns, “ Senior Lender ”), and GWG LIFE, LLC , a Delaware limited liability company (together with its successors and assigns, “ Mezzanine Lender ”).
AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 13th, 2023 • Beneficient • Finance services • New York
THIS AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 12, 2023 (the “Effective Date”) is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), BENEFICIENT, a Nevada corporation (“Parent”), the DSTs and Subsidiary Guarantors party hereto, and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement).
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
This PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 15, 2019, is by and among: (a) The Beneficient Company Group, L.P. (“Parent”); (b) Beneficient Company Holdings, L.P., a Delaware limited partnership (the “Partnership”); (c) AltiVerse Capital Markets, L.L.C., a Delaware limited liability company (the “Company”); (d) Sabes AV Holdings, LLC, a Delaware limited liability company (“Sabes AV”); and (e) Jon R. Sabes, Steven F. Sabes, Insurance Strategies Fund, LLC, a Delaware limited liability company, and SFS Holdings, LLC, a Nevada limited liability company (collectively, the “Investors” and, together with Sabes AV, the “Sabes Parties”). The Partnership, the Company, the Sabes Parties and Parent are each referred to herein as a “Party” and, collectively, as the “Parties.”
Re: Consulting AgreementBeneficient • June 8th, 2023 • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which Richard W. Fisher (“you” or “Consultant”) has agreed to serve as a consultant to Beneficient, a Nevada corporation (“Beneficient”) and its subsidiaries, including Beneficient Company Holdings, L.P. (“Holdings”). This Agreement is effective as of June 7, 2023 (the “Effective Date”) and replaces and supersedes, in accordance with the terms hereof, that certain letter agreement dated September 13, 2017 among Beneficient Management, LLC (“Ben Management”), Beneficient Management Group, LLC and Consultant (the “Prior Agreement”).
Re: Non-Employee Director AgreementBeneficient Co Group, L.P. • April 19th, 2023 • Finance services • Texas
This letter (the “Agreement”) sets forth the principal terms and conditions under which you have agreed to serve as a director of Beneficient Management, LLC (“Management”), as a consultant to Beneficient Company Holdings, L.P. (“Holdings”) with the title of Senior Partner Director (“SPD”), and as a trustee of The Beneficient Company Trust (the “Trust”). This Agreement will become effective upon, and is contingent on, the occurrence of an initial “Buyer Assumption Date” for one or more “Sellers” (as such terms are defined in that certain Purchase and Sale Agreement between MHT Financial, L.L.C. and certain sellers thereto) by no later than January 15, 2018 (the “Contingency”). This Agreement will not become effective if the Contingency does not occur or if you notify me that the directors and officers liability insurance coverage for such positions is not acceptable to you at the time the Contingency occurs.
SECOND AMENDED AND RESTATED SERVICES AGREEMENTSecond Amended and Restated Services Agreement • June 8th, 2023 • Beneficient • Finance services • Nevada
This Second Amended and Restated Services Agreement (this “Agreement”) is entered into by and between Bradley Capital Company, L.L.C., a Delaware limited liability company (“Provider”), Beneficient, a Nevada corporation (the “Company”), Beneficient Company Holdings, L.P., a Delaware limited partnership (“BCH”), and Beneficient Management Counselors, L.L.C., a Delaware limited liability company (“BMC”), and is effective as of June 7, 2023 (“Effective Date”). Provider, the Company, BCH and BMC are referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
NINTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BENEFICIENT COMPANY HOLDINGS, L.P. Effective as of April 18, 2024Limited Partnership Agreement • April 16th, 2024 • Beneficient • Finance services • Delaware
This NINTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Beneficient Company Holdings, L.P. (the “Partnership”) is made effective as of the 18th day of April, 2024 (the “Effective Date”), by and among Beneficient Company Group, L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners of the Partnership. Capitalized terms used and not otherwise defined have the meanings set forth in Section 1.01.
TERMINATION OF DIRECTOR AGREEMENTTermination of Director Agreement • June 8th, 2023 • Beneficient • Finance services • Texas
THIS TERMINATION OF DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of June 6, 2023, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”), Beneficient Management Counselors, L.L.C. (“Counselors”), Beneficient Holdings, Inc. (“BHI”) and Derek L. Fletcher (the “Director,” and together with Ben Management, BCG, Counselors and BHI, the “Parties” and each, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2018 (this “ Agreement ”), is made and entered into by and among The Beneficient Company Group, L.P., a Delaware limited partnership (the “ Company ”) and GWG Holdings, Inc., a Delaware corporation (“ GWG ”).
TERMINATION OF DIRECTOR AGREEMENTTermination of Director Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services • Texas
THIS TERMINATION OF DIRECTOR AGREEMENT (this “Termination Agreement”) is made and entered into as of ____________, 2023, by and among Beneficient Management, L.L.C. (“Ben Management”), The Beneficient Company Group, L.P. (“BCG”), Beneficient Management Counselors, L.L.C. (“Counselors”), Beneficient Holdings, Inc. (“BHI”) and Derek L. Fletcher (the “Director,” and together with Ben Management, BCG, Counselors and BHI, the “Parties” and each, a “Party”).
CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
This Conversion and Exchange Agreement (the “Agreement”) is made as of June 6, 2023, by and among Beneficient Company Holding, L.P., a Delaware limited partnership (“BCH”), The Beneficient Company Group, L. P., a Delaware limited partnership and the general partner of BCH (“BCG”), and Bruce W. Schnitzer (the “Holder”). BCH, BCG and Holder are each referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein have the meanings set forth in the Seventh Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. (as amended, the “BCH LPA”).
COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS COMMERCIAL LOAN AGREEMENT (the “Commercial Loan Agreement” or this “Agreement”) is entered into as of August 10, 2018 (the “Effective Date”), by and between The Beneficient Company Group, L.P., a limited partnership organized under the laws of the State of Delaware, as Borrower, and GWG Life, LLC, a limited liability company organized under the laws of the State of Delaware, as Lender. The Borrower and the Lender are sometimes referred to herein as the “Parties” and each, a “Party.”
REGISTRATION RIGHTS AGREEMENT ASSIGNMENT AND JOINDERRegistration Rights Agreement Assignment And • August 31st, 2023 • Beneficient • Finance services
This Registration Rights Agreement Assignment and Joinder is made as of August 1, 2023 (the “Agreement”), by and among Beneficient, a Nevada corporation f/k/a The Beneficient Company Group, L.P., a Delaware limited partnership (“Ben”), GWG Holdings, Inc. (“GWG”), GWG Wind Down Trust, a common law trust created under the laws of the state of Texas (the “Wind Down Trust”) and Mr. Jeffrey S. Stein (“Stein”). Capitalized terms used herein by not defined shall have the meanings ascribed to them in the RRA (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BENEFICIENT COMPANY GROUP, L.L.C. A Delaware Limited Liability CompanyLimited Liability Company Agreement • April 16th, 2024 • Beneficient • Finance services • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Beneficient Company Group, L.L.C., a Delaware limited liability company (the “Company”), is entered into effective as of April 18, 2024 (the “Effective Date”), by and between the Persons executing this Agreement as of the Effective Date as Members, and each other Person who becomes a Member of the Company and becomes a party to this Agreement.
SECURITY AND PLEDGE AGREEMENT (BORROWER)Security and Pledge Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of August 13, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Pledgor”), and HCLP Nominees, L.L.C., as second lien lender (the “Lender”).
CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2021 and effective as of July 15, 2021 (the “Effective Date”) is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”).
CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • June 8th, 2023 • Beneficient • Finance services
THIS CONSENT AND AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of June 5, 2023 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of March 10, 2021 (the “Effective Date”), is entered into by and among BENEFICIENT CAPITAL COMPANY II, L.L.C. (f/k/a Beneficient Capital Company, L.L.C.) (the “Original Borrower”), BENEFICIENT COMPANY HOLDINGS, L.P. (the “New Borrower”) and HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”).
CONSENT AND JOINDER TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS CONSENT AND JOINDER TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “ Consent and Joinder ”) is entered into as of April 26, 2019 (the “ Effective Dat e”), by and among Jon R. Sabes and Steven F. Sabes (collectively, the “ Individual Grantors ”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (“ BCC ”), AltiVerse Capital Markets, L.L.C., a Delaware limited liability company (“ AltiVerse ”), and Bank of Utah, solely in its capacities as indenture trustee under the Indenture (as defined below) and collateral trustee under the Security Agreement (as defined below) (the “ Trustee ”), for the benefit of the holders of L Bonds issued by GWG Holdings, Inc., a Delaware corporation (“ Holdings ”) under the Indenture and guaranteed by GWG Life, LLC, a Delaware limited liability company (“ GWG Life ,” and referred to collectively with Holdings as the “ Entity Grantors ”).
JOINDER AGREEMENTJoinder Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
This JOINDER AGREEMENT, dated as of August 13, 2020, is delivered by the Persons listed on Annex 1-A hereto (the “Joining Parties”) pursuant to the Security and Pledge Agreement, dated as of September 1, 2017, among LT-1 Custody Trust, LT-2 Custody Trust, LT-3 Custody Trust, LT-4 Custody Trust, LT-5 Custody Trust, LT-6 Custody Trust, LT-7 Custody Trust, LT-8 Custody Trust, Beneficient Capital Company, L.L.C. and HCLP Nominees, L.L.C. (the “Lender”) (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Joinder Agreement, the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement.
CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • July 13th, 2023 • Beneficient • Finance services
RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender
SECURITY AND PLEDGE AGREEMENT (DST)Security and Pledge Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of August 13, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among each of the Delaware statutory trusts listed on Schedule II hereto (each, a “Pledgor” and collectively, the “Pledgors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Borrower”), and HCLP Nominees, L.L.C., as second lien lender (the “Lender”).
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 6, 2023 AMONG BENEFICIENT, BENEFICIENT HOLDINGS INC., HICKS HOLDINGS OPERATING, LLC AND BRUCE SCHNITZERStockholders Agreement • June 8th, 2023 • Beneficient • Finance services • Nevada
This Stockholders Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 6, 2023 is made and entered into by and among Beneficient, a Nevada corporation (the “Company”), Beneficient Holdings Inc. (“Class B Holder 1”), Hicks Holdings Operating, LLC (“Class B Holder 2”) and Bruce Schnitzer (“Class B Holder 3” and, together with Class B Holder 1 and Class B Holder 2, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
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 “L ender ”), and The Beneficient Company Group, L.P., a Delaware limited partnership (the “ Borrowe r”). Defined terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Loan Agreement.
FORM OF PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • July 13th, 2023 • Beneficient • Finance services • New York
This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of June 5, 2023, by and between The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG” or the “Company”) and RiverNorth SPAC Arbitrage Fund, L.P. (the “Purchaser”), as amended through June 25, 2023.
SECURITY AND PLEDGE AGREEMENT (DST)Security and Pledge Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • New York
THIS SECURITY AND PLEDGE AGREEMENT, dated as of September 1, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Security Agreement”), is by and among each of the Delaware statutory trusts listed on Schedule II hereto (each, a “Pledgor” and collectively, the “Pledgors”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (the “Borrower”), and HCLP Nominees, L.L.C. (the “Lender”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BENEFICIENTIncentive Stock Option Agreement • April 19th, 2023 • Beneficient Co Group, L.P. • Finance services
EXCHANGE AGREEMENTExchange Agreement • June 8th, 2023 • Beneficient • Finance services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of June 7, 2023, is entered into by and among Beneficient, a Nevada corporation (“Beneficient”), Beneficient Company Group, L.L.C., a Delaware limited liability company (“Ben LLC”) and Beneficient Company Holdings, L.P. (“BCH”).
RESTRICTED EQUITY UNIT AWARD AGREEMENT OF THE BENEFICIENT COMPANY GROUP, L.P.Restricted Equity Unit Award Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
This RESTRICTED EQUITY UNIT AWARD AGREEMENT (this “Agreement”) of THE BENEFICIENT COMPANY GROUP, L.P. (the “Partnership”) is made by and between the Partnership and the undersigned (the “Grantee”). Capitalized terms used herein and not otherwise defined herein or in The Beneficient Company Group, L.P. 2018 Equity Incentive Plan, as amended from time to time (the “Plan”), shall be as defined in Appendix A attached hereto and the Plan is hereby attached as Appendix C and incorporated by reference herein.
CONSENT NO. 2 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTCredit Agreement • December 9th, 2022 • Beneficient Co Group, L.P.
THIS CONSENT NO. 2 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Consent”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.
THIRD AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
THIS THIRD AMENDMENT is dated as of August 10, 2018 (this “ Third Amendment ”), and amends in part that certain MASTER EXCHANGE AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), and further amended by the First Amendment thereto, dated April 30, 2018 (the “ First Amendment ”), and the Second Amendment thereto, dated June 29, 2018 (the “ Second Amendment ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts. Capitalized terms used but not defin
CREDIT AND GUARANTY AGREEMENT Among BENEFICIENT FINANCING, L.L.C., as Borrower BENEFICIENT COMPANY HOLDINGS, L.P., as Guarantor, THE LENDERS FROM TIME TO TIME PARTY HERETO and HH-BDH LLC, as Administrative Agent DATED AS OF OCTOBER 19, 2023Credit Agreement • October 20th, 2023 • Beneficient • Finance services • New York
THIS CREDIT AND GUARANTY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 19, 2023, is among Beneficient Financing, L.L.C., a limited liability company formed under the laws of the State of Delaware (“Borrower”), Beneficient Company Holdings, L.P., a limited partnership organized under the laws of the State of Delaware (“Guarantor”), the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and HH-BDH LLC, a limited liability company formed under the laws of the State of Delaware, as Administrative Agent.
