Exhibit
4.1


 


 





 


GWG
HOLDINGS, INC.


 


 


 


Redeemable
Preferred Stock


 


SUBSCRIPTION
AGREEMENT


 


 


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


 


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


 


GWG
Holdings, Inc.


220
South Sixth Street, Suite 1200


Minneapolis,
Minnesota 55402


 


Wire
Instructions:


GWG
Holdings, Inc. -- Redeemable Preferred Stock


Account:
500027347


Routing:
091310521


Bank
Name: Bell State Bank & Trust


 






     

    


    

 





GWG HOLDINGS, INC.


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.

         

	Number
    of shares:	 		Brokerage
    Account Number, if applicable
	Purchase
    price per share:	$		 	 	 
	Aggregate
    purchase price:	$		 
	 

        Payment
        Instructions: See front cover for payment instructions.



 


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


 


	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 #: ______________________________

         



 




    	 	2



    


    

 





GWG HOLDINGS, INC.


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 (This section must be completed if mailing address in Section 2A is a P.O. Box)
	Street
    Address:	
	City:		State:		ZIP:	
	 	 	 	 	 	 


 


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






    	 	3



    


    

 


GWG
HOLDINGS, INC.


REDEEMABLE
PREFERRED STOCK SUBSCRIPTION AGREEMENT









 





	4.  DISTRIBUTIONS	(Select
    only one.  If nothing is marked, will default to “Credit Dividend to Custodian Clearing Firm/Platform of Record”
    or “Mail Check to Address of Record,” as applicable)


 


	NOTE:  Complete
    this section to elect how to receive your dividend distributions.  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
	 	FOR
    NON-CUSTODIAL OR NON-CLEARING FIRM/PLATFORM ACCOUNTS:
	☐	Cash/Direct
    Deposit (please attach a pre-printed voided check)
	 	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
	 	 	 	 	 	 
	PLEASE
                                         ATTACH A COPY OF VOIDED CHECK TO THIS FORM IF FUNDS ARE TO BE SENT TO A BANK

                                                                                                                                                                                                      

        *
        The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures
        of bank account owners are required exactly as they appear on the bank records. If the registration the bank differs from
        that in this Subscription Agreement, then all parties must sign below.

	Owner
    Signature:		Date:	
	Co-Owner
    Signature:		Date:	
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 






    	 	4



    


    

 


GWG
HOLDINGS, INC.


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 by Internet web browser, I can view, download and print the document 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 I may receive at no cost from GWG Holdings, Inc. a paper copy of documents delivered electronically by calling
    by financial adviser or by calling GWG Holdings, Inc.
	(d)	I
    understand that if an e-mail notification to me is returned to GWG Holdings 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 adviser or by calling GWG Holdings, Inc.
	 	 


 




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GWG HOLDINGS, INC.


REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT




 



	6.  BROKER-DEALER/FINANCIAL
    ADVISER INFORMATION


 


	NOTE:  The
    financial adviser must sign below to complete the order.  The financial adviser hereby represents and warrants that
    he or she is duly licensed and may lawfully sell shares of GWG Holdings, Inc.’s Redeemable Preferred Stock.  All
    fields below must be completed.
	Broker-Dealer:	
	Financial
    Adviser Name/RIA:	
	Mailing
    Address:	
	City:		State:		ZIP:	
	Business
    Phone #:		Fax
    #:	
	E-mail
    Address:	
	Broker-Dealer
    CRD #:	
	Financial
    Adviser CRD #:	
	☐	RIA
    Submission.  Check this box to indicate whether submission is made through the RIA is 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
    be checking the above box, I will not 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
    Adviser and/or RIA Signature:		Date:	
	Branch
    Manager Signature:		Date:	
	 
	 	 	 	 	 	 	 	 	 







    	 	6



    


    

 





GWG HOLDINGS, INC.


REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT




 


7.
SUBSCRIBER ACKNOWLEDGEMENTS AND SIGNATURES


 


	The
        undersigned hereby confirms his, her or its agreement to purchase 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 or we have received the final prospectus for the Redeemable Preferred Stock of GWG Holdings, Inc. and any applicable
        prospectus supplements.

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Owner	 	 	Co-Owner	 	 

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

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Owner	 	 	Co-Owner	 	 

        (c)
        I or we are purchasing these shares for my or our own account.

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	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:	
	 	 
	 	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.
	 	 
	 	 	 	 	 	 	 	 	 	 


  


[IRS
FORM W-9 AND ACCOMPANYING INSTRUCTIONS FOLLOW]


 


7