EX-10.21.7





 Exhibit 10.21.7 

CONSENT AND AMENDMENT NO. 4 

TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

THIS CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C. (“HCLP”), as Lender under
the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing Credit Agreement), and the DSTs party hereto.

 W I T N E S S E T H 

WHEREAS, Borrower, the Lender, and the Parent are party to that certain Second Amended and Restated Credit Agreement, dated as of
August 13, 2020 (as modified by that certain Consent No. 1 to Second Amended and Restated Credit Agreement, dated as of January 20, 2021 and effective as of September 30, 2020, as amended by that certain Amendment No. 1 to
Second Amended and Restated Credit Agreement, dated as of March 10, 2021, and as further amended by that certain Amendment No. 2 to Loan Documents, dated as of June 28, 2021, as amended by that certain Consent and Amendment No. 3
to Second Amended and Restated Credit Agreement dated as of November 3, 2021 and effective as of July 15, 2021 (“Third Amendment”), as amended by that certain Consent No. 2 to Second Amended and Restated Credit
Agreement dated as of the date hereof (“Consent No. 2”), and as otherwise amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”, and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”); 

WHEREAS, notwithstanding Section 2.06(b) of the Credit Agreement with respect to payment of interest, the
Borrower has requested that the Lender consent to all accrued interest and unpaid interest for the period beginning as of July 15, 2021 (the “Interest Consent Date”) through the Amendment Effective Date being paid on the
Amendment Effective Date (the “Interest Payment Extension”); 
 WHEREAS, Borrower was required to cause all proceeds
of the Funding Trust Loans to be paid to a deposit account of Borrower subject to an Account Control Agreement pursuant to Section 2.04(a) of the Existing Credit Agreement, but has not complied with such covenant (the
“Account Control Agreement Deficiency”);  
 WHEREAS, Section 7.05 of the
Existing Credit Agreement provides that the Borrower may not, directly or indirectly, Dispose of any Funding Trust Loan (or any interest under any Funding Trust Loan Agreement, to any Person except as provided therein, including with the written
consent of the Lender; 
 WHEREAS, the Borrower has advised the Lender that the agreements attached as Exhibit A hereto
(the “Liquidity Funding Trust Loans Transfer Agreements”) have been executed and such Liquidity Funding Trust Loans Transfer Agreements provide that on December 31, 2021 (the “Liquidity Funding Trust Loans
Transfer Effective Date”), the Borrower transferred (whether by assignment, contribution, amendment of the Liquidity Funding Trust Loan Transfer Agreements or otherwise) the rights in all of the applicable Liquidity Funding Trust Loan
Transfer Agreements it held and with respect to the Funding Trust Loans, in each case, held by the Borrower, to Ben Liquidity, L.L.C, a Delaware limited liability company, which then transferred such rights to Beneficient Capital Company Holdings,
L.P., a Delaware limited partnership (“BEN Capital Holdings”), which then transferred such rights to Beneficient Capital Lending, L.L.C. (f.k.a., Ben Liquidity Holdings, L.L.C.), a Delaware limited liability company
(“BCL”) (such transfers, collectively, and after giving effect to the transactions contemplated thereby, the “Liquidity Funding Trust Loans Transfer”); 












 WHEREAS, the Borrower has advised the Lender that the agreements attached as
Exhibit B hereto (the “Fiduciary Funding Trust Loans Transfer Agreements”) have been executed and such Fiduciary Funding Trust Loans Transfer Agreements provide that on December 31, 2021 (the
“Fiduciary Funding Trust Loans Transfer Effective Date”), Beneficient Capital Company, L.L.C., a Delaware limited liability company (“New BCC”) transferred (whether by assignment, contribution, amendment of
the Fiduciary Funding Trust Loan Transfer Agreements or otherwise) the rights in all of the applicable Fiduciary Funding Trust Loan Transfer Agreements it held and with respect to the Funding Trust Loans, in each case, held by New BCC, to BEN
Capital Holdings, which then transferred such rights to Beneficient Fiduciary Financial, L.L.C, a Kansas Technology-Enabled Fiduciary Financial Institution (“Fiduciary”) (such transfers collectively, and after giving effect to the
transactions contemplated thereby, the “Fiduciary Funding Trust Loans Transfer”); 
 WHEREAS, the Borrower
has advised the Lender that PEN Indemnity Insurance Company Ltd., a Bermuda exempted company (“PEN”), Private Equity National Indemnity Holdings, L.P., a Bermuda exempted limited partnership (“Pen LP”), and PEN
Insurance Holdings, L.P. (“PEN Insurance”), has entered into a Master Distribution Agreement dated effective as of March 8, 2022 (the “PEN Funding Trust Loans Transfer Effective Date”), substantially in
the form attached as Exhibit C hereto (the “PEN Loans Transfer Agreement”), pursuant to which PEN transferred (whether by assignment, contribution, amendment of the PEN Loans Transfer Agreements or otherwise) its rights in
the loans set forth on Exhibit A to the PEN Loans Transfer Agreement (the “PEN Loans”), in each case, held by PEN, to Pen LP, which then transferred such rights to PEN Insurance (such transfers, collectively, and after giving effect
to the transactions contemplated thereby, the “PEN Funding Trust Loans Transfer”, and together with the Liquidity Funding Trust Loans Transfer and the Fiduciary Funding Trust Loans Transfer, each a “Funding Trust Loans
Transfer”, and collectively, the “Funding Trust Loan Transfers”); 
 WHEREAS, on December 1, 2021 (the
“December 2021 Advance Date”), the Lender made an additional advance of $17,950,000 (the “December 2021 Advance”) under the Existing Credit Agreement, and the Borrower paid a $1,000,000 fee paid-in-kind to the Lender and added to the principal balance of the Loan (the “December 2021 Fee”) pursuant to that certain Binding Term Sheet to Amend the
Loan Documents dated as of December 1, 2021, and the parties hereto desire to amend the Existing Credit Agreement to evidence such increased Commitments as of such date and evidence the payment-in-kind of the December 2021 Fee; 
 WHEREAS, on July 15, 2021, as
required by Section 6 of the Third Amendment, the Borrower, paid-in-kind an amendment fee to the Third Amendment equal to $72,087.36 (the “Third
Amendment Fee”); 
 WHEREAS, for good and valuable consideration, on the terms and conditions set forth herein, as a
condition of Lender agreeing to the amendments and consents in both (i) this Amendment and (ii) the Consent No. 2, Borrower agrees to pay to Lender amendment and consent fees consisting of: 

(A) A maturity extension fee in the amount of $88,919.87 (the “Maturity Extension Fee”), equaling approximately 3% of the sum
of the current outstanding principal of the Loan before giving effect to this Amendment; and 
 (B) A consent fee for the consents
contemplated by Amendment No. 2 and this Amendment in the amount of $103,739.85 (the “Amendment No. 4 and Consent No. 2 Amendment Fee”), equaling approximately 3.5% of current outstanding
principal of the Loan before giving effect to this Amendment; WHEREAS, the Borrower has requested that Lender extend the Scheduled Maturity Date and the Final Maturity Date to August 31, 2023 (the “Maturity Extension”),
and the Lender has agreed to extend the maturity subject to the terms and conditions set forth herein; 

  
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 WHEREAS, subject to the terms and conditions set forth herein, the Lender has agreed
to (i) make certain amendments to the Existing Credit Agreement and certain other Loan Documents, (ii) consent to the Funding Trust Loans Transfers, (iii) consent to the Account Control Agreement Deficiency, (iv) consent to the
Interest Payment Extension, (v) evidence the Maturity Extension, and (vi) to evidence the increase in Commitments; 
 NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1. Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have
the meanings ascribed thereto in the Credit Agreement. Unless the context otherwise requires, all defined terms in the preamble and recitals of this Amendment when used in this Amendment shall have the meanings ascribed thereto in the preamble and
recitals of this Amendment. 
 2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this
Amendment shall have the meanings assigned to them in this Section 2: 
 “Released
Claims” means any and all actions, causes of action, judgments, executions, suits, debts, claims, demands, controversies, liabilities, obligations, damages and expenses of any and every character (whether known or unknown, liquidated or
unliquidated, absolute or contingent, acknowledged or disputed, direct or indirect), at law or in equity, of whatsoever kind or nature (including claims of usury), whether heretofore or hereafter accruing, for or because of any matter or things
done, omitted or suffered to be done by any of the Released Persons prior to and including the date hereof that in any way directly or indirectly arise out of or in any way are connected to (a) any of the Loan Documents or any Default or Event
of Default thereunder, (b) any negotiation, discussion, enforcement action, agreement or failure to agree related to any Loan Document or any Default or Event of Default thereunder, or (c) any action, event, occurrence, or omission
otherwise related to the rights, duties, obligations and relationships among the Borrower and Lender.  

“Released Persons” means Lender and its respective employees, agents, attorneys, officers, partners,
shareholders, affiliates, accountants, consultants, and directors, and their respective successors and assigns.  
 3.
Consents. Subject to the satisfaction (or waiver in writing by the Lender) of the conditions precedent set forth in Section 5 hereof: 

(a) Consent to the Funding Trust Loans Transfers. The Lender hereby consents to (a), as of the Liquidity Funding Trust Loans Transfer
Effective Date, the Liquidity Funding Trust Loans Transfer, (b) as of the Fiduciary Funding Trust Loans Transfer Effective Date, the Fiduciary Funding Trust Loans Transfer, and (c) as of the PEN Funding Trust Loans Transfer Effective Date,
the PEN Funding Trust Loans Transfer; provided, however, that, and notwithstanding anything to the contrary, the Lender’s consent to the Funding Trust Loans Transfers is strictly conditioned on (i) each Funding Trust Loans Transfer
expressly providing by its terms (and agreed in writing by all applicable parties thereto) that any transferee of any Collateral or other assets (real or personal) subject to Liens in favor of Lender pursuant to the Credit Agreement or the other
Loan Documents will expressly assume such Liens in favor of Lender and that such transferred Collateral or other assets (real or personal) (other than, subject to Section 3(b) below, Subject Collateral (as defined below))
will be made subject to such Liens in favor of Lender, and (ii) the satisfaction of the post-closing covenants set forth in Section 6 hereof; provided further, and notwithstanding anything to the contrary, no
consent made pursuant this Section 3(a) extinguishes, novates or releases any right, lien, claim, Lien, security interest or entitlement of the Lender created by or contained in the Credit Agreement or any other Loan
Documents. 

  
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 (b) Consent to Interest Payment Extension. Notwithstanding Section 2.06(b) of
the Credit Agreement, effective as of the Interest Consent Date, the Lender hereby consents to the Interest Payment Extension and Borrower agrees to pay all interest subject to the Interest Payment Extension on the Amendment Effective Date; provided
that the payment of such interest shall be calculated as giving effect to the transactions contemplated by this Amendment (including the revision to the definition of “Accrued Interest”). 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 Lender created by or contained in the Existing Credit Agreement or any other Loan Documents. 

4. Amendment to Existing Credit Agreement. Subject to the satisfaction (or waiver in writing by the Lender) of the conditions precedent
set forth in Section 5 hereof, the Existing Credit Agreement shall be amended to reflect the following modifications: 
  

	 	(a)	 The following definitions are added to Section 1.01 of the Existing Credit Agreement in alphanumerical
order: 


 “Fourth Amendment” means that certain Consent and Amendment No. 4 to Second
Amended and Restated Credit Agreement dated as of March 24, 2022 by and among the Borrower, the Parent, Lender, and the other parties thereto. 

“Fourth Amendment Effective Date” means March 24, 2022. 

“Interest Consent Date” has the meaning set forth in the Fourth Amendment. 

“Third Amendment Fee” has the meaning set forth in the Fourth Amendment. 

“PIK Amount” means, as of any date of determination, (i) the amount of the December 2021 Fee that has
been paid-in-kind, and (ii) the amount of the Third Amendment Fee that has been
paid-in-kind. 
 “December 2021
Advance Date” has the meaning set forth in the Fourth Amendment. 
 “December 2021 Fee” has the
meaning set forth in the Fourth Amendment. 
  

	 	(b)	 The definition of “Accrued Interest” in Section 1.01 of the Existing Credit Agreement is hereby
amended to delete clause (a) of such definition and replace it in its entirety as follows: 


 “(a) During any
Interest Period, an amount which shall accrue on each calendar day on the outstanding amount of the Loan at a per annum rate equal to (x) prior to the Second Amendment and Restatement Date, (A) One Month Adjusted LIBOR for such Interest
Period plus (B) the Spread and (y) on and after the Second Amendment and Restatement Date, (i) One Month Adjusted LIBOR for such Interest Period plus (ii) 8.0%; provided that, if the Accrued Interest pursuant to this
clause (y) is greater than 9.5%, the Accrued Interest shall be deemed to be 9.5% (except as provided otherwise by the following proviso); provided further, and notwithstanding the foregoing, for the period beginning with the Interest
Consent Date and ending on the Fourth Amendment Effective Date, an amount which shall accrue on each calendar day on the outstanding amount of the Loan at a per annum rate equal to 10.5%.” 

 

	 	(c)	 The following definitions in Section 1.01 of the Existing Credit Agreement are hereby amended and restated
in their respective entireties as follows: 


 “”Commitment” means the Lender’s obligation to
make Advances to the Borrower pursuant to Section 2.01, as such commitment may be reduced from time to time pursuant to Section 2.05. The amount of the Commitment as of the December 2021 Advance
Date is $166,000,000. After the expiration of the Commitment Period, the Commitment will be zero. 

  
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 “Final Maturity Date” means August 31, 2023. 

“Loan” means, collectively, (i) each of the outstanding Advances made hereunder, plus (ii) any outstanding PIK
Amount. 
 “Scheduled Maturity Date” means August 31, 2023.” 

 

	 	(d)	 Effective as of December 1, 2021, the first sentence of Section 2.05 of the Existing Credit Agreement
is hereby amended and restated in its entirety as follows: 


 “The Borrower shall, until such time as all outstanding
Obligations (other than Unasserted Obligations (as defined in the Subordination Agreement)) shall have been paid in full, repay to the Lender the outstanding unpaid principal balance of the Loan in installments of $5 million to be paid on
May 10, 2022, $5 million to be paid on August 10, 2022, $5 million to be paid on December 10, 2022, $5 million to be paid on April 10, 2023 and the remaining outstanding Obligations to be paid on the Final
Maturity; provided that such payments shall be subject to a determination of the Audit Committee of the Board of Directors of Beneficient Management, L.L.C. that making such payment, in part or in full, shall not cause the Company to incur a going
concern, with such payment to be senior to any payment made with respect to the guaranteed payment due to holders of Preferred A Subclass 0 Unit Accounts of Borrower; provided, further, that if any payment is not made on such payment date, as set
forth in this Section 2.05, then such payment shall be made as soon as a determination is made by the Audit Committee of the Board of Directors of Beneficient Management, L.L.C. that such payment, in part or in full, shall not cause the Company
to incur a going concern.” 
  

	 	(e)	 Section 8.01 of the Existing Credit Agreement is amended by deleting the lead-in clause “The
occurrence of any of the following shall constitute an Event of Default” and is replaced with the following: 



“Upon the occurrence of (i) any of the following events, and (ii) notice (written or oral) from Lender to Borrower that such
Default shall constitute an Event of Default, such event shall constitute an Event of Default; provided, that, this clause (ii) shall not apply to clauses (f) and (g) of this Section 8.01 and that the occurrence of any event
described in clause (f) or (g) shall trigger an Event of Default without notice of any kind from Lender:” 
  

	 	(f)	 The Borrower, the Lender, the Parent, and the other parties hereto agree that the December 2021 Advance
constitutes an Advance under the Credit Agreement. The Borrower, the Lender, the Parent, and the other parties hereto agree that the payment-in-kind of the December 2021
Fee and the Third Amendment Fee satisfied the obligations of Borrower to pay such fees. 


  

	 	(g)	 Effective as of August 13, 2020, the Lender and any relevant party hereto agrees that the Account Control
Agreement Deficiency shall not constitute an Event of Default; provided that the Borrower enters into an Account Control Agreement on a post-closing basis as contemplated by Section 6 of this Amendment.



  

	 	(h)	 Schedule 1.01A of the Existing Credit Agreement shall be amended to reflect the changes which are attached as
Schedule 1.01A hereto, such that on the Amendment Effective Date (as defined below) the terms set forth in Schedule 1.01A hereto which appear in bold and double underlined text (inserted text) shall be added to Schedule
1.01A and the terms appearing as text which is stricken () shall be deleted therefrom. 



  
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 5. Conditions Precedent to Amendment. The satisfaction (or waiver in writing by the
Lender) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment (such date being the “Amendment Effective Date”): 

(a) the Lender shall have received: 

(i) this Amendment and Consent No. 2, in each case, duly executed by the partieshereto, and the same shall be in full
force and effect; 
 (ii) payment of the Amendment No. 4 and Consent No. 2 Amendment Fee in cash; and 

(iii) payment of the Maturity Extension Fee in cash; 

(b) Substantially concurrently with the closing of this Amendment, the Borrower shall prepay the “Obligations” (as
defined in the Credit Agreement) under the Credit Agreement in an amount equal to $72,087.36 (including any applicable prepayment premium or other charges), in each case, in compliance with the provisions of the Credit Agreement and the
Subordination Agreement; 
 (c) the Lender shall have received all documents and instruments that Lender has then reasonably
requested, in addition to those described in this Section 5. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date; 

(d) The Lender shall have received all interest subject to the Interest Payment Extension on the Amendment Effective Date,
calculated as giving effect to the transactions contemplated by this Amendment (including the revision to the definition of “Accrued Interest”). 

(e) after giving effect to the transactions contemplated by this Amendment, no event shall have occurred and be continuing that
would constitute an Event of Default; 
 (f) all representations and warranties made by Borrower or any other party in any
Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the
time of the effectiveness hereof (except to the extent that any such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of
any materiality qualifier contained therein) as of such specific date); and 
 (g) Borrower shall have paid, in connection
with such Loan Documents, all reasonable and documented fees and reimbursements to be paid to Lender pursuant to any Loan Documents, or otherwise due Lender and including the reasonable and documented fees, expenses, and disbursements of
Holland & Knight LLP. 

  
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 6. Post-closing. Within 30 days of the Amendment Effective Date (or such later date
as Lender may permit in its sole discretion), the Borrower agrees to execute and to cause all other Loan Parties (including the DSTs) to execute and enter into one or more amendments or modifications to the Credit Agreement and other Loan Documents,
as well cause to be delivered any legal opinions requested by Lender (including, but not limited to the joinder of new DSTs, as well as the Maturity Extension and this Amendment), in each case, as reasonably required by Lender in its reasonable
discretion and on terms reasonably acceptable to Lender in its reasonable discretion, to (i) enter into one or more acknowledgments and/or amendments to the DST Security Agreement with respect to the Credit Agreement and the joinder of the
Trusts added to Section 1.01(A) hereunder, (ii) enter into one or more Security Agreements, Guarantees, or other security instruments from PEN Insurance, BCL, and Fiduciary to guaranty the Obligations and pledge all of
its respective interests in the Collateral (other than the Subject Collateral), (iii) enter into an Account Control Agreement on bank accounts of Borrower (including all such accounts containing proceeds of Funding Trust Loans except to the extent
such account solely contains proceeds of the Prosperity Loan (as defined in Consent. No. 2) and the Hatteras Loan (as defined in Consent No. 2)) in form and substance acceptable to Lender, (iv) enter into one or more amendments to the
Credit Agreement with respect to such matters covered by this Amendment, and (v) make such other modifications as Lender may deem in its reasonable discretion to be required or appropriate to effect or reflect the transactions contemplated
hereby or to add or perfect collateral for the Obligations. the Borrower agrees that the failure to comply with this Section 6 shall constitute an immediate Event of Default under the Credit Agreement. 

7. Representations and Warranties. The Borrower represents and warrants to the Lender that: 

(a) the representations and warranties of the Borrower set forth in the Loan Documents (as modified by this Amendment) are true
and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by a Material Adverse Effect or any other materiality qualifier) on and as of the date hereof (after giving effect to this
Amendment), 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 a Material Adverse Effect or any other materiality qualifier) as of such specified date; 
 (b)
Immediately after giving effect to this Amendment, no Event of Default has occurred and is continuing; 
 (c) Attached hereto
as Exhibit A and Exhibit B are true and correct executed copies (and any amendments or other modifications thereto), as applicable, of the Liquidity Funding Trust Loans Transfer Agreements and the Fiduciary Funding Trust Loans Transfer
Agreements. 
 (d) this Amendment has been duly executed and delivered by the Borrower; 

(e) this Amendment (with respect to the Borrower and Parent) and the Credit Agreement (as modified by this Amendment) (with
respect to the Borrower and Parent) constitutes 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; and 

(f) the execution and delivery by the Borrower and Parent of this Amendment and the performance by the Borrower and Parent of
this Amendment and the Credit Agreement (as modified by this Amendment), have been duly authorized by all necessary corporate or other organizational action, and (i) 

  
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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 material requirement of law applicable to the Borrower and Parent, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower and
Parent or the assets of the Borrower or Parent, or give rise to a right thereunder to require any payment to be made by the Borrower or Parent, and (iv) except as expressly provided by this Amendment, will not result in the creation or
imposition of any Lien on any asset of the Borrower, Parent, or any Subsidiary, except Liens created pursuant to the Loan Documents and the Second Lien Loan Documents. 

8. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING
LAW; JURISDICTION; AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 9.14 AND 9.15 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
 
 9. RELEASE OF CLAIMS. TO INDUCE THE LENDER TO ENTER INTO THIS AMENDMENT, THE BORROWER HEREBY
(A) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS,
DEFENSES, OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS AMENDMENT, (B) RELEASES AND FOREVER DISCHARGES THE RELEASED PERSONS FROM ANY AND ALL RELEASED CLAIMS, AND (C) COVENANTS NOT
TO ASSERT (AND NOT TO ASSIST OR ENABLE ANY OTHER PERSON TO ASSERT) ANY RELEASED CLAIM AGAINST ANY RELEASED PERSON. THE BORROWER ACKNOWLEDGES AND AGREES 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.  

10. Amendments. This Amendment cannot be altered, amended, changed or modified in any respect except in accordance with
Section 9.01 of the Credit Agreement. 
 11. Counterpart Execution. This Amendment 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 Amendment by facsimile transmission or other electronic transmission (i.e., a “pdf”) shall be effective as delivery of a manually executed counterpart hereof. 

12. Continuing Effectiveness; Etc.

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

(b) Except as specifically amended hereby, and subject to the consents set forth herein, the Existing 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. The Borrower (i) agrees that, except as specifically provided herein,
this Amendment and the transactions contemplated hereby 

  
 8 













 
shall not limit or diminish the obligations of the Borrower arising under or pursuant to the Credit Agreement or the other Loan Documents to which it is a party, (ii) reaffirms its
obligations under the Credit Agreement and each and every other Loan Document to which it is a party and (iii) reaffirms (x) all Liens on the Collateral which have been granted by it in favor of the Lender pursuant to any of the Loan Documents
and (y) all filings made with any Governmental Authority in connection with such Liens, as applicable. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AMENDMENT OR OTHERWISE, NOTHING IN THIS AMENDMENT EXTINGUISHES, NOVATES OR RELEASES ANY
RIGHT, CLAIM, LIEN, SECURITY INTEREST OR ENTITLEMENT OF ANY OF THE LENDER CREATED BY OR CONTAINED IN THE 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, including
the consents and amendments specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 
 (d) This
Amendment shall constitute a Loan Document under the Credit Agreement. 
 13. Integration. This Amendment, together with the other
Loan Documents and the other documents contemplated hereby, 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. 
 14. Severability. In
case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 
 15. Headings. Section headings in this Amendment are included herein for convenience or reference
only and shall not constitute a part of this Amendment for any other purpose. 
 16. Representation. The parties hereto acknowledge
that Lender has selected Holland & Knight LLP as its legal counsel in connection with the preparation and negotiation of this Amendment. Borrower, each Guarantor, and Parent acknowledge that Holland & Knight LLP has not represented
it in connection with the preparation and negotiation of this Amendment, and Holland & Knight LLP shall owe no duties directly to Borrower or Parent. Each of Borrower, each Guarantor, and Parent confirm that it has been advised (and given
adequate time) to consult with its own legal and tax advisors regarding this Amendment and the Loan Documents. 
 17. Acknowledgment and
Ratification of Guarantors. For the avoidance of doubt, each of the undersigned DSTs acknowledges, ratifies, and agrees to the terms of the Credit Agreement, as amended, restated, supplemented or otherwise modified on or prior to the date hereof
(including, but not limited to, the change in Borrower and extension of maturity), including this Amendment, and that the Obligations as amended by the foregoing and this Amendment continue to be (A) Guaranteed Obligations under that certain
Guaranty dated as of September 1, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof) executed by the DSTs as Guarantors for the benefit of Lender, and (B) secured by that certain
Security and Pledge Agreement dated as of September 1, 2017 (as amended, 

  
 9 













 
restated, amended and restated, supplemented, or otherwise modified prior to the date hereof), executed by the DSTs as Pledgors for the benefit of Lender. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written. 
  

			
	 BENEFICIENT COMPANY HOLDINGS, L.P.,

as Borrower

		
	By:	 	 /s/ James Silk

	Name: James Silk
	Title: Authorized Signatory
	
	THE BENEFICIENT COMPANY GROUP, L.P.,
	as Parent
		
	By:	 	 /s/ James Silk

	Name: James Silk
	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT] 













 
			
	 HCLP NOMINEES, L.L.C., 
 as
the Lender, and as Senior Creditor and Subordinated Creditor under the Subordination Agreement

	
	By: CROSSMARK MASTER HOLDINGS, LLC, its Manager
		
	By:	 	 /s/ David L. Wickline

	Name: David L. Wickline
	Title:   Manager



  
 [SIGNATURE
PAGE TO CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT] 













 Acknowledged, Ratified, and agreed as of the date hereof: 

DSTs: 
  

									
	LT-1 CUSTODY TRUST 	 	        	  	LT-2 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-1 LiquidTrust, certificateholder of LT-1 Custody Trust	 		  	Title:	  	Trustee of The LT-2 LiquidTrust, certificateholder of LT-2 Custody Trust
			
	LT-3 CUSTODY TRUST 	 		  	LT-4 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-3 LiquidTrust, certificateholder of LT-3 Custody Trust	 		  	Title:	  	Trustee of The LT-4 LiquidTrust, certificateholder of LT-4 Custody Trust
			
	LT-5 CUSTODY TRUST 	 		  	LT-6 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	 Trustee of The LT-5 LiquidTrust, certificateholder of LT-5
Custody Trust
	 		  	Title:	  	Trustee of The LT-6 LiquidTrust, certificateholder of LT-6 Custody Trust
			
	LT-7 CUSTODY TRUST 	 		  	LT-8 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	 Trustee of The LT-7 LiquidTrust, certificateholder of LT-7
Custody Trust
	 		  	Title:	  	Trustee of The LT-8 LiquidTrust, certificateholder of LT-8 Custody Trust
			
	LT-9 CUSTODY TRUST 	 		  	LT-12 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-9 LiquidTrust, certificateholder of LT-9 Custody Trust	 		  	Title:	  	Trustee of The LT-12 LiquidTrust, certificateholder of LT-12 Custody Trust
			
	LT-14 CUSTODY TRUST 	 		  	LT-15 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-1 LiquidTrust, certificateholder of LT-14 Custody Trust	 		  	Title:	  	Trustee of The LT-15 LiquidTrust, certificateholder of LT-15 Custody Trust


  
 [SIGNATURE
PAGE TO CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT] 














									
	LT-16 CUSTODY TRUST	 		  	LT-17 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-16 LiquidTrust, certificateholder of LT-16 Custody Trust	 		  	Title:	  	Trustee of The LT-17 LiquidTrust, certificateholder of LT-17 Custody Trust
			
	LT-18 CUSTODY TRUST 	 		  	LT-19 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-18 LiquidTrust, certificateholder of LT-18 Custody Trust	 		  	Title:	  	Trustee of The LT-19 LiquidTrust, certificateholder of LT-19 Custody Trust
			
	LT-20 CUSTODY TRUST 	 		  	LT-21 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-20 LiquidTrust, certificateholder of LT-20 Custody Trust	 		  	Title:	  	Trustee of The LT-21 LiquidTrust, certificateholder of LT-21 Custody Trust
			
	LT-22 CUSTODY TRUST 	 		  	LT-23 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-22 LiquidTrust, certificateholder of LT-22 Custody Trust	 		  	Title:	  	Trustee of The LT-23 LiquidTrust, certificateholder of LT-23 Custody Trust
			
	LT-24 CUSTODY TRUST 	 		  	LT-25 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-24 LiquidTrust, certificateholder of LT-24 Custody Trust	 		  	Title:	  	Trustee of The LT-25 LiquidTrust, certificateholder of LT-25 Custody Trust
			
	LT-26 CUSTODY TRUST 	 		  	LT-27 CUSTODY TRUST 
					
	By:	 	 /s/ John A. Stahl
	 		  	By:	  	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		  	Name:	  	John A. Stahl
	Title:	 	Trustee of The LT-26 LiquidTrust, certificateholder of LT-26 Custody Trust	 		  	Title:	  	Trustee of The LT-27 LiquidTrust, certificateholder of LT-27 Custody Trust
				
	LT-28 CUSTODY TRUST 	 		  		  	
					
	By:	 	 /s/ John A. Stahl
	 		  		  	
	Name:	 	John A. Stahl	 		  		  	
	Title:	 	Trustee of The LT-28 LiquidTrust, certificateholder of LT-28 Custody Trust	 		  		  	


  
 [SIGNATURE
PAGE TO CONSENT AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT] 













 SCHEDULE 1.01 A 

[Trusts] 












 EXHIBIT A 

[Liquidity Funding Trust Loans Transfer Agreements] 












 EXHIBIT B 

[Fiduciary Funding Trust Loans Transfer Agreements] 












 EXHIBIT C 

[PEN Loans Transfer Agreement]