Exhibit 4.11


 





AMENDMENT
NO. 3 TO INDENTURE


 


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.”


 


Now,
Therefore, the Indenture is hereby amended as follows:


 


1.          The
following defined terms are amended to read, in their entireties, as follows:


 


“Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of October 19, 2011, by and among the Trustee, Lord
Securities Corporation (as trustee under that certain Third Amended and Restated Note Issuance Agreement dated as of November
1, 2011, by and among the Guarantor, Lord Securities Corporation and the GWG LifeNotes Trust, with respect to the Guarantor Secured
Notes and the L Bonds), and Bank of Utah (as trustee under that certain Indenture dated as of October 19, 2011, as first amended
on December 15, 2011, and as second amended on January 9, 2015), as such agreement may be amended, modified or supplemented from
time to time in accordance with its terms and with this Indenture (specifically including but not limited to (i) as first amended
on January 9, 2015,(ii) as second amended on June ___, 2015, and (iii) as the same may be amended, modified or supplemented from
time to time in the future in accordance with its terms and with this Indenture), which agreement comprises one of the Collateral
Documents. The form of Intercreditor Agreement (including the above-referenced amendments) is attached hereto as Exhibit
E, and any future amendments, modifications or supplements thereto will be added as exhibits successively numbered in
cardinal fashion.


 


“Pledge
and Security Agreement” means that certain Pledge and Security Agreement, dated as of October 19, 2011, by and
among the Company, the Guarantor, the Company Majority Stockholders, affiliates of the Company Majority Stockholders through
which such Company Majority Stockholders beneficially own shares of common stock of the Company, and the Trustee (in its
capacity as trustee under this Indenture), specifically including but not limited to (i) as first amended on December 11,
2011, (ii) as second amended on January 9, 2015, (iii) as third amended on June ___, 2015, and (iv) as the same may be
amended, modified or supplemented from time to time in the future in accordance with its terms and with this Indenture, which
agreement comprises one of the Collateral Documents. The form of Pledge and Security Agreement (including the
above-referenced amendments) is attached hereto as Exhibit D. Any amendments, modifications or supplements to
such agreement thereto will be added as exhibits successively numbered in cardinal fashion.


 


“SPV
Collateral” means all assets and property in which either any SPV Entity or Master Trust has acquired, or purports to
have acquired, an interest (including without limitation all assets and property which the Company or the Guarantor has transferred,
or purports to have transferred, to any such Person) pursuant to either (i) the “Transaction Documents,” as defined
in that certain Third Amended and Restated Note Issuance and Security Agreement dated as of November 1, 2011, by and among the
Guarantor, the holders of Guarantor Secured Notes, Lord Securities Corporation (as trustee), and GWG LifeNotes Trust, as the same
may be amended from time to time, or (ii) any documentation relating to any Senior Debt and intended by the parties thereto to
have the same primary purpose as the Transaction Documents.”


 


2.          Other
than as set forth herein, the Indenture shall remain unaffected by this Amendment.





 






    	 



    	 



    

 


In
Witness Whereof, the undersigned have executed this Amendment No.
3 to Indenture.


 


	 	GWG
    HOLDINGS, INC.
	 	(as
    obligor)
	 	 
	 	By:	 
	 	 	Jon
    R. Sabes
	 	 	Chief
    Executive Officer
	 	 	 
	 	GWG
    LIFE, LLC
	 	(as
    Guarantor)
	 	 
	 	By:	 
	 	 	Jon
    R. Sabes
	 	 	Chief
    Executive Officer
	 	 	 
	 	BANK
    OF UTAH
	 	(not
    in its individual capacity, but as Trustee)
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  


Signature
Page to Amendment No. 3 to Indenture