EX-10.21.2





 Exhibit 10.21.2 

CONSENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This CONSENT NO. 1 TO SECOND AMENDED AND RESTATED 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 Senior Credit Agreement (as defined below) (in such capacity, the “Senior
Lender”), in respect of the Senior Credit Agreement. Capitalized terms used in this Consent and not otherwise defined shall have the meaning assigned to such terms in the Senior Credit Agreement. 

W I T N E S S E T H: 

WHEREAS, the Borrower, Holdings, the Senior 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 Credit Agreement, dated as of August 13,
2020 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof, the “Senior Credit Agreement”); 

WHEREAS, the Borrower has advised the Senior 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 Senior 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 Senior Lender shall remain valid and perfected Liens to the same extent as immediately
prior to the Exchange Transactions; 
 WHEREAS, Holdings and the Senior Lender will use commercially reasonable efforts to cause such
Securities to be pledged to the Senior Lender as collateral, resulting in a possible net increase in Collateral Value; 
 WHEREAS, the
Borrower has advised the Senior 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 Senior Lender that they desire that Holdings assume the obligations of the Borrower under
the Senior Credit Agreement and the other Loan Documents; 












 WHEREAS, the Borrower has advised the Senior 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 Senior 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 Senior 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 Senior 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 Senior
Lender consent to certain of the foregoing transactions and agree to certain other terms and conditions set forth in this Consent, and the Senior 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. 

  
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 Section 1.2 Consents with respect to the Exchange Transactions. Notwithstanding
anything in the Senior Credit Agreement or the other Loan Documents to the contrary, the Senior 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 Senior Credit Agreement or the other Loan Documents, (c) agrees that any Underlying Investment 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 Senior 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 Senior Lender pursuant to the Senior Credit Agreement or the other Loan Documents as of immediately prior to the Exchange Transactions remaining subject to such Liens in favor of the Senior 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 Senior Lender created by or contained in the Senior 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 Senior 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 Senior Credit Agreement or the other Loan Documents to the contrary, the Senior 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 Senior Credit Agreement or the other Loan Documents; provided, however, and notwithstanding anything to the contrary, the Senior 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 Senior Lender. Nothing hereunder is intended to release or otherwise satisfy any Liens in favor of
Senior 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 Senior 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 Senior Lender pursuant to the Senior 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 Senior Lender and are being made expressly subject to such Liens in favor of Senior 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 Senior Lender created by or contained in the Senior 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 Senior Credit Agreement and the other Loan Documents, and (ii) it shall give written notice to Senior Lender as
soon as practicable (but in no event later than 2 Business Days) after the closing of the BCH Distribution. The Senior Lender hereby consents to Holdings accepting all of the rights and assuming all of the obligations of the Borrower under the
Senior 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 Senior Credit Agreement and the other Loan Documents, and any Notes delivered thereunder, to 

  
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Holdings, and (b) Holdings hereby irrevocably accepts such assignment, transfer and conveyance from Borrower. Upon and after the consummation of the BCH Distribution, 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 Senior 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 Senior Credit Agreement or
the other Loan Documents to the contrary, the Senior 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 Senior Credit Agreement or the other Loan Documents; provided, however, and notwithstanding anything to the contrary, the Senior 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 Senior
Lender pursuant to the Senior Credit Agreement or the other Loan Documents are and will remain subject to such Liens in favor of Senior Lender and are being made expressly subject to such Liens in favor of Senior 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 Senior Lender created by or contained in the Senior 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 Senior Credit Agreement and the other Loan Documents. 
 Section 1.8 Consents with respect to the Name
Change. Notwithstanding anything in the Senior Credit Agreement or the other Loan Documents to the contrary, the Senior 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 Senior Credit Agreement or the other Loan Documents. 

Section 1.9 Senior 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 Senior Lender shall execute one or more amendments (or other modifications) to the Senior Loan Agreement (and,
as applicable, any other Loan Documents), as well as any legal opinions reasonably requested by Senior 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 Senior Lender, to implement (in furtherance of any implementation already provided pursuant to this Consent) the assumption of the Borrower’s rights and 

  
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obligations by Holdings and the other amendments contemplated by this Consent, and to make such other modifications as Senior Lender may reasonably deem to be required or appropriate to effect or
reflect the transactions contemplated hereby (collectively, the “Contemplated Amendments”). The Senior Lender will receive a consent fee (in addition to the consent fee required by Section 1.11(a) hereof) in an amount to be
mutually agreed (but which in any event must be acceptable to the Senior Lender) upon closing the Contemplated Amendments. 

Section 1.10 Additional Collateral. Holdings and the Senior 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 Senior 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 Senior Credit Agreement (including the definition of Collateral Value therein) or the other Loan Documents to the contrary, the Senior 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 Senior Lender’s (or it’s
designee’s) receipt of (i) counterparts of this Consent duly executed by each party hereto and (ii) a consent fee of $21,707.50; 

(b) the effectiveness of a consent to the Second Lien Credit Agreement on substantially similar terms to this Consent (but
without the payment of a separate consent fee) in form acceptable to the Senior Lender (the “Second Lien 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 Senior Lender. 
 Section 1.12 Representations and Warranties. The
Borrower and Holdings represent and warrant to the Senior 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. 

  
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 (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 Senior 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 performance by the
Borrower and Holdings of this Consent and, with respect to the Borrower, the Senior 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 Second Lien Loan Documents. 
 (e) No consent is required under the
Senior 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 Second Lien Credit Agreement Consent. To the extent required by the Subordination
Agreement, the Senior Lender hereby consents to the Second Lien Credit Agreement Consent. 
 Section 1.14 Continuing Effectiveness;
Etc.
 (a) Upon the effectiveness of this Consent, each reference in the Senior Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Senior Credit Agreement as modified hereby and each reference to the Senior Credit Agreement in any other
document, instrument or agreement executed and/or delivered in connection the Senior Credit Agreement shall mean and be a reference to the Senior Credit Agreement as modified hereby. 

(b) Except as specifically amended hereby, the Senior 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 Senior Credit Agreement or the other Loan Documents to
which it is a party, (ii) reaffirm their respective obligations under the Senior 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 Senior 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 SENIOR LENDER CREATED BY OR CONTAINED IN
THE SENIOR 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. 

  
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 (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 Senior Lender nor constitute a waiver of any provision of the Senior Credit Agreement or any other documents, instruments and agreements executed and/or
delivered in connection therewith. 
 (d) This Consent shall constitute a Loan Document under the Senior 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 Senior Lender and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Senior 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 SENIOR
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 SENIOR 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.  

  
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 [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 Senior 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 Senior Credit Agreement 

Beneficient Capital Company, L.L.C. 












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

	Name:	 	David L. Wickline
	Title:	 	Manager


 Signature Page to 

Consent No. 1 to Senior Credit Agreement 

Beneficient Capital Company, L.L.C. 












 Exhibit A 

Contribution and Exchange Agreements 

(Attached)