Exhibit
4.9


 


FORM
OF L BOND


 


THIS
L BOND (THE “BOND”) OF GWG HOLDINGS, INC. (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH
AMONG OTHER PROVISIONS, CONTAINS REQUIREMENTS RELATING TO ANY TRANSFER OF THIS BOND BY THE HOLDER, INCLUDING THE PRIOR CONSENT
OF THE COMPANY TO ANY SUCH TRANSFER. THE INDENTURE HAS BEEN FILED AS EXHIBIT [●] TO THE COMPANY’S REGISTRATION STATEMENT
ON FORM S-1 FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON OR ABOUT [●], 2014, PURSUANT TO WHICH THIS BOND HAS
BEEN ISSUED BY THE COMPANY.


 


THE
COMPANY MAY REDEEM THIS BOND, IN WHOLE OR IN PART, IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.


 


GWG
HOLDINGS, INC. 


 


Incorporated
under the Laws of Delaware


 


L
BOND 


 


	 	 	 
	Registered
    No.:                                                               	  	Registered
    Principal Amount: $                       
	Issue
    Date:                                                                       	  	Interest
    Rate:                                                    
	Term:
                                                                                  	  	Interest
    Payment Schedule:                             
	Maturity
    Date:                                                                	  	Payment
    Date (for interest):                            


 


GWG
Holdings, Inc., a corporation created under the laws of the State of Delaware (the “Company,” which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________,
or registered assigns, the principal sum of ______________ Dollars ($______) on the Maturity Date and to pay accrued and unpaid
interest hereon from the Issue Date set forth above, or from the most recent Payment Date to which interest has been paid or duly
provided for, beginning on the first Payment Date after the Issue Date (the “Initial Payment Date”) and on each subsequent
Payment Date thereafter at the Interest Rate set forth above, until the principal hereof is paid or made available for payment;
provided, however, that if the Payment Date is within five Business Days of the Issue Date, then the first payment will
be made in the following month and will include the interest earned since the Issue Date. Interest shall accrue on the principal
amount for the period from the later of the Issue Date of this Bond or the last Payment Date upon which an interest payment was
made until and including the day before the following Payment Date. Capitalized terms used but not defined herein shall have the
respective meanings given such terms in the original Indenture dated as of October 19, 2011, as supplemented by the First Supplemental
Indenture dated as of [●], 2014 (collectively referred to herein as the “Indenture”).


 


The
principal hereof is subject to optional redemption by the Company and optional repurchase at the request of the Holder, as provided
in the Indenture, and if not so redeemed or repurchased, shall be due and payable in full on the Maturity Date, which also shall
constitute a Payment Date (as such term is defined in the Indenture). The principal and interest so payable and punctually paid
or duly provided for on any Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Bond is
registered (the “Holder”) at the close of business on the Regular Record Date (or Maturity Record Date, as applicable)
for such Payment Date. Payment of the principal of and interest on this Bond will be made at the office of the Paying Agent, or
in such other office as may be selected in accordance with the Indenture, in such currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts, provided, however, that at the option of the Company
payment of interest may be made in United States dollars by wire or by check mailed to the address of the Person entitled thereto
as such address shall appear in the Securities Register.


 






    	 



    	 



    

 


Reference
is hereby made to the further provisions of this Bond set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


 


Unless
the Certificate of Authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by
manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


No
recourse shall be had for the payment of the principal or interest of this Bond against any Company incorporator, stockholder,
officer, director, employee or agent by virtue of any statute or by enforcement of any assessment or otherwise; and any and all
liability of incorporators, stockholders, directors, officers, employees and agents of the Company being released hereby.


 


IN
WITNESS WHEREOF, the Company has caused this L Bond to be signed in its name by the manual or electronic signature of its Chief
Executive Officer and attested to by the manual or electronic signature of its Secretary.


 





	GWG
    HOLDINGS, INC.	 	 	 
	 	 	 	 
	By:		 	Dated:
    	
	Name:		 	 	 
	Title:		 	 	 
	 	 	 	 
	ATTEST:	 	 	 
	 	 	 	 
		 	 	 
	Secretary	 	 	 


 


CERTIFICATE
OF AUTHENTICATION


 


This
Bond is one of the L Bonds referred to in the within-mentioned Indenture.


 





	BANK
    OF UTAH (as Trustee) 	 	 	 
	 	 	 	 
	By:		 	Dated: 	
	 	Authorized
    Signature	 	 	 


 






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REVERSE
SIDE OF BOND 


 


This
Bond is one of a duly authorized issue of L Bonds of the Company designated as its L Bonds (the “Bonds”) in the maximum
aggregate principal amount of up to $1,000,000,000, issued and to be issued under an original Indenture dated as of October 19,
2011, as supplemented by a First Supplemental Indenture dated as of [●], 2014 (collectively, referred to herein as the “Indenture”),
between the Company and Bank of Utah, as Trustee (the “Trustee,” which term includes any successor Trustee under the
Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and for a statement
of the terms upon which the Bonds are, and are to be, authenticated and delivered. Capitalized and certain other terms used herein
and not otherwise defined have the meanings set forth in the Indenture.


 


The
Bonds are general obligations of the Company. The payment of the principal of and interest on this Bond is expressly subordinated,
as provided in the Indenture, to the payment of all Senior Debt and, by the acceptance of this Bond, the Holder hereof agrees,
expressly for the benefit of the present and future holders of Senior Debt, to be bound by the provisions of the Indenture relating
to such subordination and authorizes and appoints as such Holder’s attorney-in-fact, the Trustee, to take such action on
such Holder’s behalf as may be necessary or appropriate to effectuate such subordination.


 


The
Company may, at its option, at any time redeem this Bond either in whole or from time to time in part prior to the Maturity Date
by providing at least 30 days written notice to the Holder. If this Bond shall be redeemed by call for redemption and payment
be duly provided therefor as specified in the Indenture, interest shall cease to accrue on this Bond.


 


This
Bond may be transferred and exchanged only as provided in the Indenture. This Bond may not be assigned, transferred or otherwise
alienated without the prior written consent of the Company and shall be subject to the Company’s right to demand and receive
an opinion of Holder’s legal counsel (which counsel shall be reasonably acceptable to the Company) that the transfer does
not violate any applicable securities laws. The Company may also require a signature guarantee.


 


Approximately
30 days prior to the Maturity Date, the Company will send the Holder a Notice of Maturity to notify the Holder of the Maturity
Date. If in the Notice of Maturity the Company does not notify the Holder of its intention to repay this Bond, and unless at least
15 days prior to the Maturity Date, the Holder has not demanded repayment of this Bond, this Bond shall be automatically renewed
for an additional term equal to the term of the maturing Bond and shall be deemed to have been renewed by the Holder and the Company
as of the Maturity Date, such that a new Bond shall be deemed to have been issued as of such Maturity Date. This Bond will continue
to renew as described herein absent some action permitted under the Indenture and this Bond by either the Holder or the Company.
Interest on the renewed Bond shall accrue from the Issue Date thereof, which is the first day of such renewed term. This renewed
Bond will be deemed to have identical terms and provisions as the maturing Bond, including provisions relating to payment, except
that the interest rate payable during the term of the renewed Bond shall be the interest rate which is being offered by the Company
on other Bonds with the same term as of the Issue Date of such renewal. If other Bonds with the same term are not then being offered
on the Issue Date of such renewal, the interest rate upon renewal will be the rate specified by the Company on or before the Maturity
Date, or the Bond’s existing rate if no such rate is specified. If the Company gives notice to the Holder of the Company’s
intention to repay the Bond at maturity, the Company shall pay the Holder the principal amount and accrued and unpaid interest
thereon on the Payment Date next following the Maturity Date, and, provided such payment is timely made, no interest will accrue
after the Maturity Date. Otherwise, if the Holder requests repayment at least 15 days prior to the Maturity Date, no interest
will accrue after the Maturity Date and the Holder will be sent payment upon the Payment Date next following the Maturity Date;
provided that any interest paid to the Holder accruing after the Maturity Date shall be deducted from such payment.


 






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If
an Event of Default shall occur and be continuing, the outstanding principal of this Bond may be declared due and payable in the
manner and with the effect provided in the Indenture. The Company shall pay all costs of collection, whether or not judicial proceedings
are instituted, in the manner provided in the Indenture. The Indenture provides that such declaration and its consequences may,
in certain events, be waived by the Holders of a majority in principal amount of the Bonds outstanding.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in aggregate principal amount of Bonds at the time outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages of the aggregate principal amount of the Bonds at the time outstanding, on behalf
of the Holders of all of the Bonds, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be conclusive
and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond.


 


No
reference herein to the Indenture and no provision of this Bond or of the Indenture or amendment or modification hereof or thereof
shall alter or impair the obligation of the Company to pay the principal of and interest on this Bond at the times, place and
rate and in the coin or currency herein prescribed.


 


In
the event of a consolidation or merger of the Company into, or of the transfer of its assets substantially as an entirety to,
a successor entity in accordance with the Indenture, such successor entity shall assume payment of the Bond and the performance
of every covenant of the Indenture on the part of the Company, and in the event of any such transfer, the Company (or the successor
entity in the event of a subsequent consolidation, merger or transfer) shall be discharged from all obligations and covenants
in respect of the Bonds and the Indenture and may be dissolved and liquidated, all as more fully set forth in the Indenture.


 


The
Bonds are originally issuable in such denominations as may be designated from time to time by the Company, but in no event in
an original denomination less than $1,000. Subject to the provisions of the Indenture (including without limitation Section [●]
thereof), the transfer of this Bond is registerable in the Securities Register, upon surrender of this Bond for registration of
transfer at the office or agency of the Registrar duly endorsed by or accompanied by a written instrument of transfer in the form
printed on this Bond or in another form satisfactory to the Company and the Registrar duly executed by the Holder hereof or such
Holder’s attorney, duly authorized in writing, and thereupon one or more new Bonds, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee or transferees. The Registrar may assess service
charges for any such registration or transfer or exchange, and the Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Bond for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, whether or not this Bond be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


This
Bond shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to
the conflict of law provisions thereof.


 






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FORM
OF ASSIGNMENT 


 


(To
be executed by the registered holder if such holder desires to transfer this Bond)


 


FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto


 





		 	 
		 	 
	 	 	 
		 	 
	 	 	 
	(Please
    print name and address of transferee above)	 	 


 


this
Bond, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________, as attorney-in-fact,
to transfer the within Bond on the books kept for registration of the issuing corporation, with full power of substitution.


 


Dated: __________


 


Signature:
__________


 





(Signature
must conform in all respects to name of holder as specified on the face of the Bond)


 


Social Security
or Other Identifying Number of Transferee:  __________________


 


Signature
Guaranteed:




 


 


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