EXHIBIT
4.2


 


 





 


GWG
HOLDINGS, INC.


 


Series
2 Redeemable Preferred Stock


 


SUBSCRIPTION
AGREEMENT


 


Please
complete this form to purchase Series 2 Redeemable Preferred Stock. Any sections of this form that are incomplete may be returned
to your broker-dealer and may delay your purchase of Series 2 Redeemable Preferred Stock.


 


Once
completed, send this Subscription Agreement along with your certified or personal check payable to our transfer agent, Securities
Transfer Corp., or wire your deposit to the account listed below, and forward any other documents requested in this agreement
to your broker-dealer or to Securities Transfer Corp. at:


 


Securities
Transfer Corp.


2901
N. Dallas Parkway, Suite 380


Plano,
TX 75093


 


Domestic
Wire Instructions:


Account
Name: Securities Transfer Corp. Agent for GWG Holdings Inc.


Routing:
111923238


Account:
574589


Bank
Name: Texas Bank & Trust Company


 




    	 		 



     


    


 


GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	1.  INVESTMENT


 


	NOTE:
                                         Minimum investment amount is $10,000. Any amount in excess of such minimum investment
                                         amount must be in increments of $1,000. GWG does not recommend investing more than 10%
                                         of an investor’s liquid net worth in the Series 2 Redeemable Preferred Stock offering.

         

	Purchase
    price per share:	$
    1,000.00	(Net
    of Commission $940)
	Number
    of shares:	________________	 
	Aggregate
    purchase price:	$
___________________	(Market
    Value: $_______________)
	 

        Payment
        Instructions: See front cover for payment instructions.



 


	2.  FORM
    OF OWNERSHIP	Please
    choose one option within the “Non-Custodial Ownership” or the “Custodial Ownership” columns


 


	NON-CUSTODIAL
    OWNERSHIP	CUSTODIAL
    OWNERSHIP
	☐	Individual	THIRD-PARTY
    ADMINISTERED CUSTODIAL PLAN
	☐	Joint
    Tenant – Joint accounts will be registered as joint tenants with right of survivorship unless otherwise indicated.	☐	IRA
	☐	ROTH
    IRA
	☐	Tenants
    in Common	☐	SEP
    (Simple Employee Pension)
	☐	Corporation
    or Partnership – Authorized signature required. Include corporate resolution or partnership agreement,
    as applicable.	☐	Other (Specify): __________________________________

                                                                                 _______________________________________________________

	Name
                                         of Custodian:  _____________________________________________

        Mailing
        Address:   _______________________________________________

	☐	Uniform
    Gift/Transfer to Minors – (UGMA/UTMA)	City,
    State, ZIP:  ________________________________________________
	☐	Pension
    or Other Retirement Plan – Include plan documents.	CUSTODIAN
                                         INFORMATION

        (To
        be completed by custodian)

	☐	Trust
    – Include title and applicable trust agreement	Custodian
                                         Tax ID #:   _____________________________________________

        Custodian
        Acct #:   _______________________________________________

	☐	Other
    (describe):   _______________________________________	Custodian
    Phone #:   _____________________________________________


 



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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	3.  INVESTOR
    INFORMATION	(Print
    name(s) in which shares are to be registered)


 


	A.  Investor or Trustee
	First Name:	________________________________	Middle Name:	______________________________
	Last Name:	________________________________	Tax ID or SS #:	______________________________
	Street Address:	________________________________	 	 





	City:	___________________________	State:	______________________	ZIP:	________________________





	Date of Birth:	__________________________	 	 






	If Non-U.S.
    Citizen, specify country of citizenship: 	_____________________________________________________









	Primary Phone:	______________________________________	Email Address:	_____________________________
	 


 


	B.  Co-Investor or Co-Trustee
	First Name:	________________________________	Middle Name:	_____________________________
	Last Name:	________________________________	Tax ID or SS #:	_____________________________
	Street Address:	________________________________	 	 





	City:	__________________________	State:	________________________	ZIP:	_______________________





	Date of Birth:	__________________________	 	 






	If Non-U.S.
    Citizen, specify country of citizenship: 	_____________________________________________________












	Primary Phone:	______________________________________	Email Address:	_____________________________
	 


 








	C.  Residential Street Address (Must be completed if mailing address in Section 3A is a P.O. Box)
	Street Address:	________________________________________________________________________
	City:	_______________________	State:	_____________________	ZIP:	_______________________
	 	 	 	 	 	 







 


	D.  Trust/Corporation/Partnership/Other (Trustee information must be provided in Sections 3A and 3B)
	Date of Trust:	_________________________________________________________________
	Entity Name/Title of Trust:	_________________________________________________________________
	Tax ID#:	_________________________________________________________________
	 	 


 






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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	4.  DISTRIBUTIONS	(Complete
    this section to elect how to receive your dividend distributions. Select only one.)




 


	NOTE:  If nothing is marked, we will default to “Credit Dividend to Custodian Clearing Firm/Platform of Record” or “Mail Check to Address of Record,” as applicable.  IRA accounts may not direct distributions without the custodian’s approval.
	I hereby elect the dividend distribution option indicated below:
	☐	FOR CUSTODIAL OR CLEARING FIRM/PLATFORM ACCOUNTS: Credit Dividend to Custodian (including IRA) or Clearing Firm/Platform of Record 
	 	 
	☐	I currently receive direct deposit payments from an existing GWG investment. I hereby instruct GWG to deposit all principal and interest payments related to the Series 2 Redeemable Preferred stock into the same account
	 	 
	☐	FOR NON-CUSTODIAL OR NON-CLEARING FIRM/PLATFORM ACCOUNTS: Cash/Direct Deposit (please attach a copy of a voided check to this form if funds are to be sent to a bank)
	 	 
	 	If the box immediately above is checked, then I authorize GWG Holdings, Inc. or its agent to deposit my dividend distribution to my checking or savings account.  This authority will remain in force until I notify GWG Holdings, Inc. in writing to cancel this authority.  If GWG Holdings, Inc. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
	 	 
	☐	Mail Check to Address of Record





	Name/Entity Name/Financial Institution:	__________________________________________________________





	Mailing Address:	_________________________________________________________________________





	City:	___________________	State:	__________________	ZIP:	___________________
	Your Account #:	___________________	☐	Checking Account	☐	Savings Account
	 	 	☐	Brokerage Account	 	 





	For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records.  If the registration at the bank differs from that in this Subscription Agreement, then all parties must sign below.
	Owner Signature:	_______________________________	Date:	_______________________________
	Co-Owner Signature:	_______________________________	Date:	_______________________________
	 	 	 	 




 






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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	5.  ELECTRONIC
    DELIVERY ELECTION


 


	☐	Check
    the box if you do NOT consent to electronic delivery of documents, including the prospectus, any prospectus
    supplements, annual and quarterly reports, and other stockholder communications and reports.  An e-mail address
    is required in Section 3 above.  Please carefully read the following representations before consenting to receive
    documents electronically.  If you do not check this box, you hereby represent the following:
	(a)	I
    acknowledge that access to both e-mail and Internet is required in order to access documents electronically.  I
    may receive by e-mail notification the availability of documents in electronic format.  The notification e-mail
    will contain an Internet address or hyperlink where the referenced document can be found.  By entering this address
    into my Internet web browser, I can view, download and print the documents from my computer.  I acknowledge that
    there may be costs associated with electronic access, such as usage charges from my Internet provider and telephone provider,
    and that these costs are my responsibility.
	(b)	I
    acknowledge that documents distributed electronically may be provided in Adobe’s Portable Document Format (.pdf).  The
    Adobe Reader software is required to view these documents.  The Adobe Reader software is available free of charge
    from Adobe’s Internet website at www.adobe.com.  The Adobe Reader software must be correctly installed
    on my computer before I will be able to view documents in .pdf format.  Electronic delivery also involves risks
    related to system or network outages that could impair my timely receipt of or access to stockholder communications.
	(c)	I
    acknowledge that, at no cost, I may receive from GWG Holdings, Inc. a paper copy of documents delivered electronically by
    calling my financial advisor or by calling GWG Holdings, Inc.
	(d)	I
    understand that if an e-mail notification to me is returned to GWG Holdings, Inc. as “undeliverable,” a letter
    will be mailed to me with instructions on how to update my e-mail address to begin receiving communications by means of electronic
    delivery.  I further understand that if GWG Holdings, Inc. is unable to obtain a valid e-mail address for me, GWG
    Holdings, Inc. will resume sending me a paper copy of its filings by U.S. mail to my address of record.
	(e)	I
    understand that my consent to receive documents and communications electronically may be updated or cancelled at any time
    by calling my financial advisor or by calling GWG Holdings, Inc.
	 	 


 




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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 





	6.
    SUBSCRIBER ACKNOWLEDGEMENTS AND SIGNATURES


 


	The
                                         undersigned hereby confirms his, her or its agreement to purchase Series 2 Redeemable
                                         Preferred Stock of GWG Holdings, Inc. on the terms and conditions set forth herein and
                                         acknowledges and represents (or, in the case of fiduciary accounts, the person authorized
                                         to sign on such subscriber’s behalf) the following:

         

	NOTE:  You
    must initial each of the representations below.
	 	Owner	 	 	Co-Owner	 	 

        (a)
        I/We have received the final prospectus for the Series 2 Redeemable Preferred Stock of GWG Holdings, Inc. and any applicable
        prospectus supplements.

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Owner	 	 	Co-Owner	 	 

        (b)
        I/We accept the terms of the Certificate of Incorporation, as amended, and the bylaws of GWG Holdings, Inc.

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Owner	 	 	Co-Owner	 	 

        (c)
        I/We are purchasing these shares for my/our own account.

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Owner	 	 	Co-Owner	 	(d)
    I/We hereby acknowledge that this investment in Series 2 Redeemable Preferred Stock is illiquid.
	 	 	 	 	 	 





	 	 	 	 	 






	 	Owner
    Signature:	_____________________________________	Date:	___________________________________
	 	Co-Owner
    Signature:	_____________________________________	Date:	___________________________________
	 	Signature
    of Custodian(s) or Trustee(s) if applicable.  Current custodian must sign if investment is for an IRA account.
	 	Authorized
    Signature:	_____________________________________	Date:	___________________________________








	STAMP 

HERE 

IF APPLICABLE	WE
    INTEND TO ASSERT THE FOREGOING REPRESENTATIONS AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE
    RELEVANT. WE HAVE THE RIGHT TO ACCEPT OR REJECT THIS SUBSCRIPTION IN WHOLE OR IN PART. THIS SUBSCRIPTION AGREEMENT
    AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
    GIVING EFFECT TO SUCH STATE’S CONFLICTS-OF-LAW PRINCIPLES.







 




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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	7.  BROKER-DEALER/FINANCIAL
    ADVISOR INFORMATION


 


	NOTE:  The
    financial advisor must sign below to complete the order. The financial advisor hereby represents and warrants that he or she
    is duly licensed and may lawfully sell shares of GWG Holdings, Inc.’s Series 2 Redeemable Preferred
    Stock. All fields below must be completed.
	Broker-Dealer:	__________________________________________________________________
	Financial Advisor Name/RIA:	__________________________________________________________________
	Mailing Address:	__________________________________________________________________





	City:	________________	State:	________________	ZIP:	______________





	Business Phone:	_____________________________	Fax:	____________________________





	E-mail Address:	__________________________________________________________________
	
	☐	RIA
    Submission.  Check
    this box to indicate whether submission is made through the RIA in its capacity as the RIA and not in its capacity as a
    registered representative of a broker-dealer, if applicable, whose agreement with the subscriber includes a fixed or
    “wrap” fee feature for advisory and related brokerage services. I understand that by checking the above box, I
    will not be receiving a selling commission.





	The undersigned further represents and certifies that in connection with this subscription for shares, he or she has complied with and has followed all applicable policies and procedures under his or her firm’s existing Anti-Money Laundering Program and Customer Identification Program.
	 





	Financial
    Advisor and/or RIA Signature:	__________________________	Date:	__________________________
	Branch
    Manager, OSJ, or BD Signature:	__________________________	Date:	__________________________
	Branch
    Manager, OSJ, or BD Printed Name:	______________________________	 	 





	 




 






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GWG
HOLDINGS, INC.


SERIES
2 REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT


 


	8.  DELIVERY
    INSTRUCTIONS	 


 





	The undersigned hereby requests delivery of the securities contemplated herein in the following manner: 







	VIA DWAC TO:














	Broker-Dealer Name:	_______________________________________________________________________
	DTC Participant #:	_______________________________________________________________________
	Name on Account1:	_______________________________________________________________________
	Account #:	_______________________________________________________________________
	Broker-Dealer Phone #:	_______________________________________________________________________
	Broker Name:	_______________________________________________________________________













	VIA PHYSICAL DELIVERY TO:









	Name:	_______________________________________________________________________
	Address:	_______________________________________________________________________
	Phone #:	_______________________________________________________________________
	 	 
	 	 




 


To
receive a TOD Form, contact your financial representative. 


 


 


 


 


 


 


 





 






1
Name on account must match the name under which the securities contemplated herein are issued.


 


 


8