EX-10.16.2





 Exhibit 10.16.2 

FIRST AMENDMENT TO MASTER EXCHANGE AGREEMENT 

THIS FIRST AMENDMENT is dated as of April 30, 2018 (this “ Amendment ”), and amends in part that certain MASTER EXCHANGE
AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware
limited liability company and wholly owned Subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and
each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Agreement. 
 WITNESSETH: 

WHEREAS, the parties have entered into the Agreement; and 

WHEREAS, pursuant to and in accordance with Section 11.10 of the Agreement, the parties wish to amend the Agreement as set forth in this
Amendment. 
 NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable
consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: 
 Section 1. Amendment to the
Agreement . 
 (a) Section 8.1 of the Agreement is hereby amended by deleting the following parenthetical in
the sixth line as follows: “(and in any event on or prior to April 30, 2018 ).” 
 (b)
Section 10.1(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following: 

“if any of the conditions set forth in Article IX shall not have been, or if it becomes apparent that any of such
conditions will not be, fulfilled by June 30, 2018; provided that the right to terminate this Agreement pursuant to this Section 10.1(b)(i) shall not be available to a party whose failure to perform any of its material obligations
under this Agreement has been the primary cause of, or primarily resulted in, such failure; or” 
 (c) All other terms and provisions
of the Agreement are hereby ratified in full and incorporated by reference herein. 
 Section 2. No Third Party Beneficiary .
This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right,
benefit or remedy of any nature whatsoever, including, without limitation, any rights of employment for any specified period, under or by reason of this Agreement. 

Section 3. Entire Agreement . This Amendment constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Amendment, the Agreement shall continue in full force and effect. 

Section 4. Counterparts . This Amendment may be executed in counterparts (and delivered by facsimile or electronic transmission),
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 Section 5.
Governing Law . This Amendment , and all claims or causes of action based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the
State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. 

[Signature Page Follows] 

  
 1 













 IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of
the date first set forth above. 
  

			
	GWG HOLDINGS, INC.
		
	By:	 	/s/ Jon Sabes
	Name:	 	Jon Sabes
	Title:	 	Chief Executive Officer


  

			
	GWG LIFE, LLC
		
	By:	 	/s/ Jon Sabes
	Name:	 	Jon Sabes
	Title:	 	Chief Executive Officer


 [Signature Page to Amendment to Master Exchange Agreement] 












 IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of
the date first set forth above. 
  

			
	THE BENEFICIENT COMPANY GROUP, L.P.
		
	By:	 	/s/ Brad Heppner
	Name:	 	Brad Heppner
	Title:	 	Chief Executive Officer
	
	MHT FINANCIAL SPV, LLC
		
	By:	 	/s/ Murray T. Holland
	Name:	 	Murray T. Holland
	Title:	 	Manager
	
	 THE LT-1 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


  

			
	 THE LT-2 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


 [Signature Page to Amendment to Master Exchange Agreement] 












 IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of
the date first set forth above. 
  

			
	 THE LT-3 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


  

			
	 THE LT-4 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President
	
	 THE LT-5 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


  

			
	 THE LT-6 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


 [Signature Page to Amendment to Master Exchange Agreement] 












 IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of
the date first set forth above. 
  

			
	 THE LT-7 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


  

			
	 THE LT-8 EXCHANGE TRUST,

	
	By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	/s/ Alan R. Halpern
	Name:	 	Alan R. Halpern
	Title:	 	Vice President


  

	
	MURRAY T. HOLLAND, as Trust Advisor
	
	/s/ Murray T. Holland


  

	
	 JEFFREY S. HINKLE, as Trust Advisor

	
	/s/ Jeffrey S. Hinkle


 [Signature Page to Amendment to Master Exchange Agreement]