EX-10.22.2





 Exhibit 10.22.2 

CONSENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT 

AGREEMENT 
 This CONSENT
NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT, dated as of January 20, 2021 and effective as of September 30, 2020 (subject to the conditions set forth in Section 1.11 hereof) (this “Consent”), is
entered into by and between BENEFICIENT CAPITAL COMPANY II, L.L.C. f/k/a Beneficient Capital Company, L.L.C, as borrower (the “Borrower”), BENEFICIENT COMPANY HOLDINGS, L.P. (“Holdings”) and HCLP NOMINEES, L.L.C.
(“HCLP”), as Lender under the Second Lien Credit Agreement (as defined below) (in such capacity, the “Second Lien Lender”), in respect of the Second Lien Credit Agreement. Capitalized terms used in this
Consent and not otherwise defined shall have the meaning assigned to such terms in the Second Lien Credit Agreement. 
 W I T N E S S E T
H: 
 WHEREAS, the Borrower, Holdings, the Second Lien Lender, GWG Holdings, Inc. (“GWG”), GWG Life, LLC (“GWG
Life”), GWG DLP Funding V Holdings, LLC (the “Equity Owner”) and The Beneficient Company Group, L.P. (the “Parent”) have entered into that certain Second Amended and Restated Second Lien Credit Agreement,
dated as of August 13, 2020 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof, the “Second Lien Credit Agreement”); 

WHEREAS, the Borrower has advised the Second Lien Lender that the agreements attached as Exhibit A hereto (the “Exchange
Agreements”) have been executed, and such Exchange Agreements provide, as further set forth therein, that each Applicable LiquidTrust (as defined below) has agreed to transfer a 100% interest in the applicable Applicable Custody Trust (as
defined below) (i.e., the Applicable Custody Trust with the number in its name corresponding to the number in the name of the Applicable LiquidTrust and Applicable Exchange Trust that is party to such Exchange Agreement) to the Applicable Exchange
Trust (as defined below) party to such Exchange Agreement, in exchange for the transfer by such Applicable Exchange Trust to such Applicable LiquidTrust of the applicable Securities (consisting of certain common units of Parent, common stock of GWG
and seller trust L bonds of GWG, as further described in such Exchange Agreement) (the “Securities”) and to effect the other transactions contemplated therein (the “Exchange Transactions”); 

WHEREAS, after giving effect to the Exchange Transactions, (a) each Applicable Custody Trust shall remain a Guarantor of the Loans under
the Second Lien Credit Agreement and (b) the Liens granted by such Applicable Custody Trust on its assets pursuant to the DST Security Agreement in favor of the Second Lien Lender shall remain valid and perfected Liens to the same extent as
immediately prior to the Exchange Transactions; 
 WHEREAS, Holdings and the Second Lien Lender will use commercially reasonable efforts to
cause such Securities to be pledged to the Second Lien Lender as collateral, resulting in a possible net increase in Collateral Value; 

WHEREAS, the Borrower has advised the Second Lien Lender that it desires to distribute all of its assets and liabilities to Holdings (the
“BCH Distribution”); 
 WHEREAS, the Borrower and Holdings have advised the Second Lien Lender that they desire that
Holdings assume the obligations of the Borrower under the Second Lien Credit Agreement and the other Loan Documents; 












 WHEREAS, the Borrower has advised the Second Lien Lender that it desires to distribute all
of the assets and liabilities of Beneficient Management Holdings, L.P., a wholly owned indirect subsidiary of the Borrower, to Holdings (the “BMH Distribution”); 

WHEREAS, the Borrower has advised the Second Lien Lender that it desires to distribute all of the assets and liabilities of Beneficient
Administration and Clearing Company, L.L.C., a wholly owned indirect subsidiary of the Borrower, to Holdings (the “BACC Distribution” and together with the BCH Distribution, and the BMH Distribution, the
“Distributions”); 
 WHEREAS, the Borrower and Holdings have advised the Second Lien Lender that they desire to transfer
(whether by assignment, contribution, amendment of the Funding Trust Loan Agreements or otherwise) the rights in certain of the applicable Funding Trust Loan Agreements and with respect to certain of the Funding Trust Loans, in each case, held by
the Borrower (or which may be held by Holdings following the BCH Distribution), to PEN Indemnity Insurance Company, Ltd., a Bermuda company (the “Funding Trust Loans Transfer”); 

WHEREAS, the Borrower has advised the Second Lien Lender that it changed its name to Beneficient Capital, L.L.C., and promptly thereafter, to
Beneficient Capital Company II, L.L.C. (the “Name Change”); and 
 WHEREAS, the Borrower has requested that the
Second Lien Lender consent to certain of the foregoing transactions and agree to certain other terms and conditions set forth in this Consent, and the Second Lien Lender will consent to such transactions and agree to such other terms and conditions
to the extent set forth herein, subject to the agreements of the Borrower and Holdings set forth herein and the other terms and conditions set forth herein. 

NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows: 
 Section 1.1 Defined Terms. 

As used in this Consent, the following terms shall have the meanings set forth below: 

(a) “Applicable Custody Trusts” shall mean each of the LT-21 Custody Trust, the LT-22 Custody Trust, the LT-23 Custody Trust, the LT-24 Custody Trust, the LT-25 Custody Trust
and the LT26 Custody Trust. 
 (b) “Applicable Exchange Trusts” shall mean each of the
LT-21 Exchange Trust, the LT22 Exchange Trust, the LT-23 Exchange Trust, the LT- Exchange Trust, the LT-25 Exchange Trust and the LT-26 Exchange Trust. 
 (c)
“Applicable LiquidTrusts” shall mean each of the LT-21 LiquidTrust, the LT-22 LiquidTrust, the LT-23
LiquidTrust, the LT-24 LiquidTrust, the LT-25 LiquidTrust and the LT-26 LiquidTrust. 

Section 1.2 Consents with respect to the Exchange Transactions. Notwithstanding anything in the Second Lien Credit Agreement or
the other Loan Documents to the contrary, the Second Lien Lender hereby (a) consents to the Exchange Transactions, (b) for the avoidance of doubt, agrees that the Exchange Transactions and the direct consequences thereof shall not
constitute a Default or Event of Default under the Second Lien Credit Agreement or the other Loan Documents, (c) agrees that any Underlying Investment 

  
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Fund of any Applicable Custody Trust shall not cease to be an Eligible Underlying Investment solely as a result of the Exchange Transactions and (d) agrees that no prepayment of the Loans
shall be due as a result of the Exchange Transactions; provided, however, that notwithstanding anything to the contrary herein, the Second Lien Lender’s consent to the Exchange Transactions is strictly conditioned, with respect to
the transactions contemplated by the Exchange Transactions, on any transfer of any Collateral or other assets (real or personal) subject to Liens in favor of Second Lien Lender pursuant to the Second Lien Credit Agreement or the other Loan Documents
as of immediately prior to the Exchange Transactions remaining subject to such Liens in favor of the Second Lien Lender as of immediately after the consummation of the Exchange Transactions; provided, further, that notwithstanding
anything to the contrary herein, no consent made pursuant hereto extinguishes, novates or releases any right, lien, claim, Lien, security interest or entitlement of the Second Lien Lender created by or contained in the Second Lien Credit Agreement
or any other Loan Documents.  
 Section 1.3 Additional Exchange Transactions Related Agreements. Notwithstanding
anything to the contrary in Section 1.2 hereof, each of the Borrower and the Second Lien Lender agree that if any of the Applicable Exchange Trusts shall grant a Lien on the interests in the Applicable Custody Trust which it receives pursuant
to the applicable Exchange Transaction, the Underlying Investment Funds of such Applicable Custody Trust shall cease to be Eligible Underlying Investments, in each case other than (a) any Liens in favor of the Senior Lender or the Second Lien
Lender and (b) Liens described in clauses (a) and (e) of the definition of Permitted Encumbrances. 
 Section 1.4 Consents
with respect to the Distributions. Notwithstanding anything in the Second Lien Credit Agreement or the other Loan Documents to the contrary, the Second Lien Lender hereby (a) consents to the Distributions and (b) for the avoidance of
doubt, agrees that the Distributions and the direct consequences thereof shall not constitute a Default or Event of Default under the Second Lien Credit Agreement or the other Loan Documents; provided, however, and notwithstanding
anything to the contrary, the Second Lien Lender’s consent to the Distributions is subject to any transfer of Collateral or other assets being made expressly subject to any existing Liens in favor of Second Lien Lender. Nothing hereunder is
intended to release or otherwise satisfy any Liens in favor of Second Lien Lender (except that such Liens previously granted by the Borrower will instead be granted by Holdings following the BCH Distribution); provided, however, and
notwithstanding anything to the contrary, the Second Lien Lender’s consent to the Distributions is strictly conditioned on the Distributions expressly providing by their written terms that any Collateral or other assets (real or personal)
subject to Liens in favor of Second Lien Lender pursuant to the Second Lien Credit Agreement or the other Loan Documents that are transferred pursuant to the Distributions are and will remain subject to such Liens in favor of Second Lien Lender and
are being made expressly subject to such Liens in favor of Second Lien Lender; provided further, and notwithstanding anything to the contrary, no consent made pursuant hereto extinguishes, novates or releases any right, lien, claim, Lien,
security interest or entitlement of the Second Lien Lender created by or contained in the Second Lien Credit Agreement or any other Loan Documents. 

Section 1.5 Additional Related Agreements. Holdings agrees that upon the consummation of the BCH Distribution, (i) it hereby
accepts all of the rights and assumes all of the obligations of the Borrower under the Second Lien Credit Agreement and the other Loan Documents, and (ii) it shall give written notice to Second Lien Lender as soon as practicable (but in no
event later than 2 Business Days) after the closing of the BCH Distribution. The Second Lien Lender hereby consents to Holdings accepting all of the rights and assuming all of the obligations of the Borrower under the Second Lien Credit Agreement
and the other Loan Documents. Upon the consummation of the BCH Distribution, for good and valuable consideration, (a) Borrower hereby irrevocably assigns, transfers and conveys all of its rights, duties, indebtedness, liabilities and
obligations under the Second Lien Credit Agreement and the other Loan Documents, and any Notes delivered thereunder, to Holdings, and (b) Holdings hereby irrevocably accepts such assignment, transfer and conveyance from Borrower. Upon and after
the consummation of the BCH Distribution, 

  
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Holdings hereby (i) agrees to be bound by all of the terms, conditions and provisions of, (ii) assumes all of the rights, duties, liabilities and obligations of Borrower under, and
(iii) agrees that it will perform and discharge all covenants, terms, provisions and agreements of Borrower under, the Second Lien Credit Agreement and any Notes delivered thereunder, in each case as they may be amended pursuant to the
Contemplated Amendments, as though it were an original signatory thereto. 
 Section 1.6 Consents with respect to the Funding Trust
Loans Transfer. Notwithstanding anything in the Second Lien Credit Agreement or the other Loan Documents to the contrary, the Second Lien Lender hereby (a) consents to the Funding Trust Loans Transfer and (b) for the avoidance of
doubt, agrees that the Funding Trust Loans Transfer and the direct consequences thereof shall not constitute a Default or Event of Default under the Second Lien Credit Agreement or the other Loan Documents; provided, however, and
notwithstanding anything to the contrary, the Second Lien Lender’s consent to the Funding Trust Loans Transfer is strictly conditioned on the documentation with respect to the Funding Trust Loans Transfer expressly providing by their written
terms that any transfer of any Collateral or other assets (real or personal) subject to Liens in favor of Second Lien Lender pursuant to the Second Lien Credit Agreement or the other Loan Documents are and will remain subject to such Liens in favor
of Second Lien Lender and are being made expressly subject to such Liens in favor of Second Lien Lender; provided further, and notwithstanding anything to the contrary, no consent made pursuant hereto extinguishes, novates or releases
any right, lien, claim, Lien, security interest or entitlement of the Second Lien Lender created by or contained in the Second Lien Credit Agreement or any other Loan Documents. 

Section 1.7 Additional Funding Trust Loans Transfer Related Agreements. The Borrower and Holdings agree that, pursuant to the
Contemplated Amendments (as defined below) (and such other documentation as may be required), they will (a) cause the payees of the Funding Trust Loans to instruct the payors thereon to pay the proceeds due thereon (as and when due) into one or
more deposit accounts of the Borrower or Holdings that are subject to Account Control Agreements (or, to the extent any payee receives any such proceeds directly, such payee shall, within one Business Day, cause such proceeds to be transferred to
the Borrower or Holdings (either directly into a deposit account that is subject to an Account Control Agreement, or for deposit by the Borrower or Holdings into an account that is subject to an Account Control Agreement as promptly as practicable
thereafter) and (b) cause each Person which acquires rights in the Funding Trust Loan Agreements and with respect to the Funding Trust Loans pursuant to the Funding Trust Loans Transfers, to guarantee the obligations under the Second Lien
Credit Agreement and the other Loan Documents. 
 Section 1.8 Consents with respect to the Name Change. Notwithstanding anything
in the Second Lien Credit Agreement or the other Loan Documents to the contrary, the Second Lien Lender hereby (a) consents to the Name Change and (b) for the avoidance of doubt, agrees that the Name Change and the direct consequences
thereof shall not constitute a Default or Event of Default under the Second Lien Credit Agreement or the other Loan Documents. 

Section 1.9 Second Lien Credit Agreement Amendments. Reasonably promptly following the occurrence of the later to occur of the
Distributions and the Funding Trust Loans Transfers, Holdings (as successor “Borrower” pursuant to the BCH Distribution) and the Second Lien Lender shall execute one or more amendments (or other modifications) to the Second Lien Loan
Agreement (and, as applicable, any other Loan Documents), as well as any legal opinions reasonably requested by Second Lien Lender with respect to New York law and, to the extent customary and acceptable to Willkie Farr & Gallagher LLP,
Delaware law, in form and substance reasonably acceptable to Holdings and Second Lien Lender, to implement (in furtherance of any implementation already provided pursuant to this Consent) the assumption of the Borrower’s rights and obligations
by Holdings and the other amendments contemplated by this Consent, and to make such other modifications as Second Lien Lender may reasonably deem to be required or appropriate to effect or reflect the transactions contemplated hereby (collectively,
the “Contemplated Amendments”). 

  
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 Section 1.10 Additional Collateral. Holdings and the Second Lien Lender will use
commercially reasonable efforts to cause the Securities (whether then owned by the Applicable LiquidTrusts or any other Person) to be pledged to the Second Lien Lender as collateral for the Obligations. Upon the pledge of such Securities and for so
long as such Securities remain pledged, notwithstanding anything in the Second Lien Credit Agreement (including the definition of Collateral Value therein) or the other Loan Documents to the contrary, the Second Lien Lender hereby agrees that the
market value of such Securities as of the applicable date of determination shall be added to the calculation of the Collateral Value. 

Section 1.11 Conditions Precedent. This Consent shall be deemed effective as of September 30, 2020 solely upon: 

(a) the Second Lien Lender’s (or it’s designee’s) receipt of counterparts of this Consent duly executed by each
party hereto; 
 (b) the effectiveness of a consent to the Senior Credit Agreement on substantially similar terms to this
Consent in form acceptable to the Second Lien Lender (the “Senior Credit Agreement Consent”); and 

(c) the substantially concurrent consummation of the BCH Distribution; and 

(d) the filing of a UCC-3 financing statement amendment reflecting the change in the
Borrower’s name in form and substance acceptable to Second Lien Lender. 
 Section 1.12 Representations and Warranties. The
Borrower and Holdings represent and warrant to the Second Lien Lender that: 
 (a) The representations and warranties of the Borrower and
Holdings set forth in the Loan Documents are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by Material Adverse Effect or any other materiality qualifier) on and as of the
date hereof, except to the extent that such representations and warranties are by their terms made as of a specified date, in which case they are true and correct in all material respects (or in all respects if the applicable representation and
warranty is qualified by Material Adverse Effect or any other materiality qualifier) as of such specified date. 
 (b) At the time of and
immediately after giving effect to this Consent, no Default has occurred and is continuing. 
 (c) This Consent has been duly executed and
delivered by the Borrower and Holdings. This Consent (with respect to the Borrower and Holdings) and the Second Lien Credit Agreement (as modified by this Consent) (with respect to the Borrower) constitute legal, valid and binding obligations of
such Person, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 
 (d) The execution and delivery by the Borrower and Holdings of this
Consent and the 

  
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 performance by the Borrower and Holdings of this Consent and, with respect to the Borrower, the Second Lien
Credit Agreement (as modified by this Consent), have been duly authorized by all necessary corporate or other organizational action, and (i) do not require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement of Law applicable to Holdings, the Borrower or any Subsidiary, (iii) will not violate or result in a
default under any indenture, agreement or other instrument binding upon Holdings, the Borrower or any Subsidiary or the assets of Holdings, the Borrower or any Subsidiary, or give rise to a right thereunder to require any payment to be made by
Holdings, the Borrower or any Subsidiary, and (iv) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Subsidiary, except Liens created pursuant to the Loan Documents and Senior Loan
Documents. 
 (e) No consent is required under the Second Lien Credit Agreement or under any other Loan Documents by any of GWG, GWG Life,
the Equity Owner or the Parent with respect to this Consent or the transactions contemplated hereby (other than as may be required in connection with the Contemplated Amendments). 

Section 1.13 Consent to Senior Credit Agreement Consent. To the extent required by the Subordination Agreement, the Second Lien
Lender hereby consents to the Senior Credit Agreement Consent. 
 Section 1.14 Continuing Effectiveness; Etc.

(a) Upon the effectiveness of this Consent, each reference in the Second Lien Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Second Lien Credit Agreement as modified hereby and each reference to the Second Lien Credit Agreement in
any other document, instrument or agreement executed and/or delivered in connection the Second Lien Credit Agreement shall mean and be a reference to the Second Lien Credit Agreement as modified hereby. 

(b) Except as specifically amended hereby, the Second Lien Credit Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Notwithstanding anything to the contrary herein, the Borrower and Holdings (i) agree that, except as specifically provided herein,
this Consent and the transactions contemplated hereby shall not limit or diminish the obligations of the Borrower or Holdings or any other party, as applicable, arising under or pursuant to the Second Lien Credit Agreement or the other Loan
Documents to which it is a party, (ii) reaffirm their respective obligations under the Second Lien Credit Agreement (to the extent party thereto) and each and every other Loan Document to which such Person is a party (in each case, as modified
hereby, as applicable) and (iii) reaffirm (x) all Liens on the Collateral which have been granted by it in favor of the Second Lien Lender pursuant to any of the Loan Documents and (y) all filings made with any Governmental Authority in
connection with such Liens, as applicable. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONSENT, NOTHING IN THIS CONSENT EXTINGUISHES, NOVATES OR RELEASES ANY RIGHT, CLAIM, LIEN, SECURITY INTEREST OR ENTITLEMENT OF THE SECOND LIEN LENDER
CREATED BY OR CONTAINED IN THE SECOND LIEN CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENTS NOR IS THE BORROWER NOR HOLDINGS NOR ANY OTHER PARTY RELEASED FROM ANY COVENANT, WARRANTY OR OBLIGATION CREATED BY OR CONTAINED HEREIN OR THEREIN.

 (c) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Consent shall not operate as a
waiver of any right, power or remedy of Second Lien Lender nor constitute a waiver of any provision of the Second Lien Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

  
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 (d) This Consent shall constitute a Loan Document under the Second Lien Credit Agreement.

 Section 1.15 CHOICE OF LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

Section 1.16 Execution in Counterparts. This Consent may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Consent by facsimile transmission or other electronic
transmission (i.e., a “pdf”) shall be effective as delivery of a manually executed counterpart hereof. 
 Section 1.17
Successors and Assigns. This Consent shall be binding upon the Borrower, the Second Lien Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Second Lien Lender and their respective
successors and assigns. 
 Section 1.18 Integration. This Consent contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. 

Section 1.19 Headings. Section headings in this Consent are included herein for convenience or reference only and shall not
constitute a part of this Consent for any other purpose. 
 Section 1.20 RELEASE OF CLAIMS. TO INDUCE THE SECOND LIEN
LENDER TO ENTER INTO THIS CONSENT, EACH OF THE BORROWER AND HOLDINGS (THE “RELEASING PARTIES”) HEREBY (A) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF THIS CONSENT THERE ARE NO CLAIMS OR OFFSETS
AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE SECOND LIEN CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES, OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
OF THIS CONSENT (THE “RELEASED CLAIMS”), (B) RELEASES AND FOREVER DISCHARGES EACH INDEMNITEE FROM ANY AND ALL SUCH RELEASED CLAIMS, AND (C) COVENANTS NOT TO ASSERT (AND NOT TO
ASSIST OR ENABLE ANY OTHER PERSON TO ASSERT) ANY RELEASED CLAIM AGAINST EACH INDEMNITEE. THE RELEASING PARTIES ACKNOWLEDGE AND AGREE THAT SUCH RELEASE IS A GENERAL RELEASE OF ANY AND ALL RELEASED CLAIMS THAT CONSTITUTES A FULL AND COMPLETE
SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE RELEASED CLAIMS, ALL OF WHICH ARE HEREIN COMPROMISED AND SETTLED.  

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed and delivered
by their duly authorized officers as of the date hereof. 
  

	
	BENEFICIENT CAPITAL COMPANY II, L.L.C. (f/k/a Beneficient Capital Company, L.L.C.), as the Borrower By:
	
	 /s/ Art Damoulakis

	Name: Art Damoulakis
	Title: Authorized Signatory


 Signature Page to 

Consent No. 1 to Second Lien Credit Agreement Beneficient 

Capital Company, L.L.C. 












 
	
	BENEFICIENT COMPANY HOLDINGS, L.P.
	
	 /s/ Greg Ezell

	Name: Greg Ezell
	Title: Authorized Signatory


 Signature Page to 

Consent No. 1 to Second Lien Credit Agreement Beneficient 

Capital Company, L.L.C. 












 
			
	HCLP NOMINEES, L.L.C., as the Second Lien Lender
	
	By: CROSSMARK MASTER HOLDINGS, LLC, its Manager
		
	By:	 	 /s/ David Wickline

	Name: David Wickline
	Title: Manager


 Signature Page to 

Consent No. 1 to Second Lien Credit Agreement Beneficient 

Capital Company, L.L.C. 












 Exhibit A 

Contribution and Exchange Agreements 

(Attached)