Exhibit 10.2


 


AMENDED AND RESTATED PERFORMANCE GUARANTY


 


This AMENDED AND RESTATED
PERFORMANCE GUARANTY (this “Guaranty”) is made as of the 11th day of May, 2015, by GWG Holdings,
Inc. (formerly known as GWG Holdings, LLC), a Delaware corporation (the “Guarantor”), in favor of GWG DLP Funding
II, LLC, a Delaware limited liability company (“GWG DLP II” or a “Buyer”), GWG DLP Funding
II, LLC, a Delaware limited liability company (“GWG DLP III” or a “Buyer” and, together with
GWG DLP II, the “Buyers”), Autobahn Funding Company LLC, as lender (a “Lender” or the “Conduit
Lender”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as committed lender (a “Lender” or
the “Committed Lender” and together with the Conduit Lender, the “Lenders”) and as agent
(the “Agent”), in connection with (i) that certain Second Amended and Restated General Sale and Servicing Agreement,
dated as of May 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “General Sale
and Servicing Agreement”), by and among GWG DLP II, as a purchaser, GWG DLP III, as a purchaser, GWG Life, LLC, a Delaware
limited liability company (the “Seller”), as seller and master servicer, (ii) that certain Amended and Restated
Life Settlement Servicing Agreement, dated as of May 11, 2015 (as amended, restated, supplemented or otherwise modified from time
to time, the “Life Settlement Servicing Agreement”), by and among the Seller, as master servicer, Wells Fargo
Bank, N.A., as servicer, the Agent, the Buyers, as purchaser, and GWG DLP Trust II, as titling trust and (iii) that certain Policy
Sale Agreement dated as of May 11, 2015, among GWG DLP II as seller and GWG DLP III, as buyer (as amended, restated, supplemented
or otherwise modified from time to time, the “Policy Sale Agreement”).


 


This Guaranty amends and
restates in its entirety the performance guaranty dated as of July 15, 2008 (as heretofore amended, reaffirmed, or otherwise modified,
the “Existing Guaranty”). This Guaranty is not intended to constitute a novation of any obligations under the
Existing Guaranty. Each reference to the Existing Guaranty in any other document, instrument or agreement executed and/or delivered
in connection therewith shall mean and be a reference to this Guaranty.


 


1. Definitions. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement
or, if not defined therein, in the Life Settlement Servicing Agreement or, if not defined therein, in the Policy Sale Agreement,
or if not defined therein, in the Credit Agreement referred to in the Sale and Servicing Agreement. In addition, the following
terms have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms
defined):


 


“Guaranteed Obligations”
means all present and future liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, or due or to become due) of Seller, arising under or in connection with the Sale and Servicing Agreement,
the Life Settlement Servicing Agreement, the Policy Sale Agreement or any other Related Document to which Seller is or becomes
a party or the transactions contemplated hereby or thereby and shall include, without limitation, all liability for costs, expenses,
indemnifications and all other amounts due or to become due from Seller under the Related Documents, including, without limitation
any such amounts that accrue after the commencement of a bankruptcy, insolvency or similar proceeding (in each case whether or
not allowed as a claim in such proceeding).


 






    	 



    	 



    

 


2. Guaranty. For value
received and in consideration of the transactions contemplated by the Related Documents, the Guarantor unconditionally guarantees
for the benefit of the Buyers and the Secured Parties the full and prompt payment when due of all the Guaranteed Obligations. In
addition, the Guarantor shall pay to the each Buyer, the Agent and the Lenders on demand and in immediately available funds an
amount equal to all reasonable fees, costs and expenses (including, without limitation, all court costs and all reasonable attorneys’
and paralegals’ fees, costs and expenses) paid or incurred by the applicable Buyer, the Agent or the Lenders in: (1) endeavoring
to collect all or any part of the Guaranteed Obligations from, or in prosecuting any action against, the Guarantor relating to
this Guaranty or any other Related Document or the transactions contemplated hereby or thereby; (2) taking any action with respect
to any security or collateral securing the Guaranteed Obligations or the Guarantor’s obligations hereunder; or (3) preserving,
protecting or defending the enforceability of, or enforcing, this Guaranty or its rights hereunder. In addition, the Guarantor
further agrees to pay to each Buyer, the Agent and the Lenders, on demand and in immediately available funds, interest on any amount
due hereunder, from the date of demand under this Guaranty until paid in full at the Default Funding Rate. The Guarantor hereby
agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection.


 


3. Obligations Unconditional.
The Guarantor hereby agrees that its obligations under this Guaranty shall be unconditional, irrespective of:


 


(i)the validity,
enforceability, avoidance or subordination of any of the Guaranteed Obligations or any of the other Related Documents;


 


(ii)the absence
of any attempt by, or on behalf of, either Buyer, the Lenders or the Agent to collect, or to take any other action to enforce,
all or any part of the Guaranteed Obligations whether from or against Seller, any other guarantor of the Guaranteed Obligations
or any other party;


 


(iii)the
election of any remedy by, or on behalf of, either Buyer, the Lenders or the Agent with respect to all or any part of the Guaranteed
Obligations;


 


(iv)the waiver,
amendment, consent, extension, forbearance or granting of any indulgence by, or on behalf of, either Buyer, the Lenders or the
Agent with respect to any provision of any of the other Related Documents;


 


(v)the failure
of either Buyer, the Lenders or the Agent to take any steps to perfect and maintain its security interest in, or to preserve its
rights to, any security or collateral for the Guaranteed Obligations or any rights as against any other guarantor of the Guaranteed
Obligations or any release of any collateral security for or release of any other guarantor in respect of the Guaranteed Obligations;


 


(vi)the election
by, or on behalf of, either Buyer, the Lenders or the Agent, in any proceeding instituted under Chapter 11 of Title 11
of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2)
of the Bankruptcy Code;


 






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(vii)any
borrowing or grant of a security interest by Seller, as a debtor-in-possession, under Section 364 of the Bankruptcy Code;


 


(viii)the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of either Buyer, the Lenders or the
Agent for repayment of all or any part of the Guaranteed Obligations, including any amount due hereunder;


 


(ix)any actual
or alleged fraud by any party (other than the Lenders or the Agent); or


 


(x)any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of Seller or a guarantor (other than the
defense of payment or performance).


 


4. Enforcement; Application
of Payments. Upon the occurrence of a Termination Event (as defined in the Credit Agreement), the Agent may proceed directly
and at once, without notice, against the Guarantor to obtain performance of and to collect and recover the full amount, or any
portion, of the Guaranteed Obligations, without first proceeding against Seller, any other guarantor or any other party, or against
any security or collateral for the Guaranteed Obligations. Subject only to the terms and provisions of the Credit Agreement, the
Agent shall have the exclusive right to determine the application of payments and credits, if any, from the Guarantor, the Seller,
any other guarantor or from any other party on account of the Guaranteed Obligations or any other liability of the Guarantor to
the Secured Parties.


 


5. Waivers. Except
as otherwise expressly set forth in the Credit Agreement, (i) the Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of receivership or bankruptcy of Seller, protest or notice with respect to the Guaranteed
Obligations, all setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor and notices of acceptance of this Guaranty, the benefits of all statutes of limitation,
and all other demands whatsoever (and shall not require that the same be made on the Seller as a condition precedent to the Guarantor’s
obligations hereunder), and covenants that this Guaranty will not be discharged, except by complete payment (in cash) of the Guaranteed
Obligations. Except as otherwise expressly set forth in the Credit Agreement, the Guarantor further waives all notices of the existence,
creation or incurring of new or additional Guaranteed Obligations arising from the transactions contemplated by the Related Documents,
and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document
evidencing all or any part of the Guaranteed Obligations is due, notices of any and all proceedings to collect from the maker,
any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or from any other party, and, to the extent
permitted by law, notices of exchange, sale, surrender or other handling of any security or collateral given to the Agent to secure
payment of all or any part of the Guaranteed Obligations.


 






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(ii)Each of the Agent
and each Buyer is hereby authorized, without notice or demand and without affecting the liability of the Guarantor hereunder, from
time to time, (a) with the agreement of Seller (if each Buyer and the Agent do not otherwise have the unilateral right to
renew, extend, accelerate or otherwise change), to renew, extend, accelerate or otherwise change the time for payment of, or other
terms relating to, all or any part of the Guaranteed Obligations, or to otherwise modify, amend or change the terms of any of the
Related Documents; (b) to accept partial payments on all or any part of the Guaranteed Obligations; (c) to take and hold
security or collateral for the payment of all or any part of the Guaranteed Obligations, this Guaranty, or any other guaranties
of all or any part of the Guaranteed Obligations or other liabilities of Seller, (d) to exchange, enforce, waive and release any
such security or collateral; (e) to apply such security or collateral and direct the order or manner of sale thereof as in
its discretion it may determine; and (f) to settle, release, exchange, enforce, waive, compromise or collect or otherwise
liquidate all or any part of the Guaranteed Obligations, this Guaranty, any other guaranty of all or any part of the Guaranteed
Obligations, and any security or collateral for the Guaranteed Obligations or for any such guaranty. Any of the foregoing may be
done in any manner, without affecting or impairing the obligations of the Guarantor hereunder.


 


6. Setoff. At any
time after all or any part of the Guaranteed Obligations have become due and payable (by acceleration or otherwise), the Agent
may setoff and apply toward the payment of all or any part of the Guaranteed Obligations any moneys, credits or other property
belonging to the Guarantor, at any time held by or coming into the possession of the Agent or its affiliates.


 


7. Financial Information.
The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of Seller and any and all endorsers
and/or other guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk
of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby
agrees that none of the Lenders, the Agent nor either Buyer shall have any duty to advise the Guarantor of information known to
it regarding such condition or any such circumstances. In the event any of the Lenders, the Agent or either Buyer, in its sole
discretion, undertakes at any time or from time to time to provide any such information to the Guarantor, none of the Lenders,
the Agent nor either Buyer shall be under any obligation (i) to undertake any investigation not a part of its regular business
routine, (ii) to disclose any information which either Buyer, the Lenders or the Agent, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures
of such information or any other information to the Guarantor.


 


8. No Marshalling; Reinstatement.
The Guarantor consents and agrees that none of the Lenders, the Agent, either Buyer nor any party acting for or on behalf of the
Lenders, the Agent or either Buyer shall be under any obligation to marshall any assets in favor of the Guarantor or against or
in payment of any or all of the Guaranteed Obligations. The Guarantor further agrees that, to the extent that Seller or any other
guarantor of all or any part of the Guaranteed Obligations makes a payment or payments to either Buyer, the Lenders, the Agent
or any other Secured Party, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to the applicable Seller, such other guarantor or any other party, or their
respective estates, trustees, receivers or any other party, including, without limitation, the Guarantor, under any bankruptcy
law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the part of the Guaranteed
Obligations which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect
as of the time immediately preceding such initial payment, reduction or satisfaction.


 






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9. Subrogation. Until
the Guaranteed Obligations have been paid in full, the Guarantor (i) shall have no right of subrogation with respect to such Guaranteed
Obligations and (ii) waives any right to enforce any remedy which either Buyer, the Lenders or the Agent now has or may hereafter
have against the Seller, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other party, and
the Guarantor waives any benefit of, and any right to participate in, any security or collateral given to either Buyer or the Agent
to secure the payment or performance of all or any part of the Guaranteed Obligations or any other liability of Seller to either
Buyer, the Lenders or the Agent.


 


10. Subordination.
(i) The Guarantor agrees that any and all claims of the Guarantor against Seller, any endorser and any other guarantor of all or
any part of the Guaranteed Obligations, or against any of their respective properties (collectively, the “Subordinated
Indebtedness”), shall be subordinate and subject in right of payment to the prior payment, in full and in cash (or as
otherwise agreed by the Agent), of all Guaranteed Obligations; provided, however, that prior to the occurrence of
any Event of Default, the Guarantor shall have the right to ask, demand, sue for, take or receive any payment or distribution in
respect of the Subordinated Indebtedness from Seller. Notwithstanding any right of the Guarantor to ask, demand, sue for, take
or receive any payment in respect of the Subordinated Indebtedness from Seller, all rights, liens and security interests of the
Guarantor, whether now or hereafter arising and howsoever existing, in any asset of a Seller (whether constituting part of the
security or collateral given to the Agent to secure payment of all or any part of the Guaranteed Obligations or otherwise) shall
be and hereby are subordinated to the rights of each Buyer, the Lenders and the Agent in such asset.


 


(ii)From and after the
occurrence of any Event of Default:


 


(a)The Guarantor
shall have no right to possession of any asset of Seller or to foreclose upon any such asset, whether by judicial action or otherwise,
unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied and all financing arrangements between
each Buyer, the Agent and the Lenders have been terminated.


 


(b)If all or
any part of the assets of Seller, or the proceeds thereof, are subject to any distribution, division or application to the creditors
of the applicable Seller, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy,
arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of Seller
is dissolved or if substantially all of the assets of Seller are sold, then, and in any such event, any payment or distribution
of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect
to any of the Subordinated Indebtedness shall be paid or delivered directly to the Agent for application to payments due hereunder.


 






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(c)The Guarantor
hereby irrevocably authorizes and empowers the Agent (as a present grant, effective the date hereof and subject only to the condition
that an Event of Default exists) in respect of the Subordinated Indebtedness to demand, sue for, collect and receive every payment
or distribution thereon and give acquittance therefor and to make and present for and on behalf of the Guarantor such proofs of
claim and take such other action, in the Agent’s own name or in the name of the Guarantor or otherwise, as the Agent may
deem necessary or advisable for the enforcement of this Guaranty. The Agent may vote such proofs of claim in any such proceeding,
receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid
or issued and apply the same on account of any unpaid Guaranteed Obligation.


 


(d)Should any
payment, distribution, security or instrument or proceeds of any of the foregoing be received by the Guarantor upon or with respect
to the Subordinated Indebtedness following the occurrence of an Event of Default and prior to the satisfaction of all of the Guaranteed
Obligations and the termination of all financing arrangements between each Buyer and the Lenders, the Guarantor shall (to the extent
of unpaid Guaranteed Obligations) receive and hold the same in trust, as trustee, for the benefit of the Agent and shall forthwith
deliver the same to the Agent, in precisely the form received (except for the endorsement or assignment of the Guarantor where
necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held
in trust by the Guarantor as the property of the Agent. If the Guarantor fails to make any such endorsement or assignment to the
Agent, the Agent or any of its officers or employees are hereby irrevocably authorized to make the same.


  


(iii)The Guarantor agrees
that until the Guaranteed Obligations have been paid in full (either in cash or by way of setoff under Section 6) and satisfied
(except for contingent indemnification obligations) and all financing arrangements between each Buyer and the Lenders have been
terminated, the Guarantor will not assign or transfer to any other party any claim the Guarantor has or may have against Seller,
without the prior written consent of the Agent.


 






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11. Enforcement; Amendments;
Waivers. No delay on the part of either Buyer, the Lenders or the Agent in the exercise of any right or remedy arising under
this Guaranty, the Credit Agreement, any of the other Related Documents or otherwise with respect to all or any part of the Guaranteed
Obligations, the Collateral or any other guaranty of or security for all or any part of the Guaranteed Obligations shall operate
as a waiver thereof, and no single or partial exercise by either Buyer, the Lenders or the Agent of any such right or remedy shall
preclude any further exercise thereof. No modification or waiver of any of the provisions of this Guaranty shall be binding upon
either Buyer, the Lenders or the Agent, except as expressly set forth in a writing duly signed and delivered by the applicable
Buyer, the Lenders or the Agent (as applicable). Failure by either Buyer, the Lenders or the Agent at any time or times hereafter
to require strict performance by a Seller, any other guarantor of all or any part of the Guaranteed Obligations or any other party
of any of the provisions, warranties, terms and conditions contained in any of the Related Documents now or at any time or times
hereafter executed by such parties and delivered to either Buyer, the Lenders or the Agent shall not waive, affect or diminish
any right of the Buyer, the Lenders or the Agent at any time or times hereafter to demand strict performance thereof, and such
right shall not be deemed to have been waived by any act or knowledge of either Buyer, the Lenders, the Agent, or their respective
agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Seller,
specifying such waiver, and is signed by the Lenders or the Agent (as applicable). No waiver of any Event of Default by either
Buyer, the Lenders or the Agent shall operate as a waiver of any other Event of Default or the same Event of Default on a future
occasion, and no action by either Buyer, the Lenders or the Agent permitted hereunder shall in any way affect or impair either
Buyer’s, the Lenders’ or the Agent’s rights and remedies or the obligations of the Guarantor under this Guaranty.
Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by Seller to the Lenders
or the Agent shall be conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the suit or
action in which such determination was made.


 


12. Effectiveness; Termination.
This Guaranty shall become effective upon its execution by the Guarantor and shall continue in full force and effect and may not
be terminated or otherwise revoked until the Final Payout Date. If, notwithstanding the foregoing, the Guarantor shall have any
right under applicable law to terminate or revoke this Guaranty, the Guarantor agrees that such termination or revocation shall
not be effective until a written notice of such revocation or termination, specifically referring hereto, signed by the Guarantor,
is actually received by the Agent. Such notice shall not affect the right and power of the Lenders or the Agent to enforce rights
arising prior to receipt thereof by the Agent. If the Lenders grants loans or takes other action after the Guarantor terminates
or revokes this Guaranty but before the Agent receives such written notice, the rights of the Agent with respect thereto shall
be the same as if such termination or revocation had not occurred.


 


13. Successors and Assigns.
This Guaranty shall be binding upon the Guarantor and upon its successors and assigns and shall inure to the benefit of each Buyer,
the Lenders and the Agent and their respective successors and assigns; all references herein to either Buyer, Seller, to the Lenders,
to the Agent and to the Guarantor shall be deemed to include their respective successors and assigns; provided that the
Guarantor may not assign any of its rights or obligations hereunder without the prior written consent of each Buyer, the Lenders
and the Agent. The successors of Seller shall include, without limitation, its respective receivers, trustees, debtors-in-possession
or successor trustees.


 


14. GOVERNING LAW.
THIS GUARANTY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 






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15. CONSENT TO JURISDICTION;
COUNTERCLAIMS; FORUM NON CONVENIENS. (a) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (b) OF THIS SECTION
15, EACH BUYER, THE AGENT, THE LENDERS AND THE GUARANTOR AGREE THAT ALL DISPUTES BETWEEN THEM ARISING OUT OF OR RELATED TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY, WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE,
SHALL BE RESOLVED ONLY BY FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK OR, TO THE EXTENT SUCH COURTS LACK JURISDICTION, STATE COURTS
LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK.


 


(b) OTHER JURISDICTIONS.
EACH OF THE LENDERS, AGENT AND EACH BUYER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE GUARANTOR OR ITS REAL OR PERSONAL PROPERTY
IN A COURT IN ANY LOCATION TO ENABLE THE AGENT TO OBTAIN PERSONAL JURISDICTION OVER THE GUARANTOR OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER ENTERED IN FAVOR OF THE AGENT. THE GUARANTOR SHALL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT
BY THE AGENT, EITHER BUYER OR THE LENDERS ARISING OUT OF OR RELATING TO THIS GUARANTY.


 


(c) VENUE; FORUM NON CONVENIENS.
EACH OF THE GUARANTOR, EACH BUYER, THE AGENT AND THE LENDERS WAIVES ANY OBJECTION THAT IT MAY HAVE (INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS) TO THE LOCATION OF THE COURT IN WHICH
ANY PROCEEDING IS COMMENCED IN ACCORDANCE WITH THIS SECTION 15.


 


16. SERVICE OF PROCESS.
THE GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR’S NOTICE ADDRESS SPECIFIED
BELOW, SUCH SERVICE TO BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING.


 


17. WAIVER OF JURY
TRIAL. EACH OF THE GUARANTOR, EACH BUYER, THE AGENT AND THE LENDERS WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG EITHER BUYER, THE LENDERS, THE AGENT OR THE GUARANTOR ARISING OUT OF OR RELATED
TO THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH. ANY OF THE AGENT, THE GUARANTOR, EITHER BUYER OR THE LENDERS MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 






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18. Further Assurances.
If the Guarantor fails to perform any of its obligations hereunder, the Agent may (but shall not be required to) perform, or cause
performance of, such obligation; and the Agent’s reasonable costs and expenses incurred in connection therewith shall be
payable by the Guarantor.


 


19. Waiver of Bond.
The Guarantor waives the posting of any bond otherwise required of the Agent or the Lenders in connection with any judicial process
or proceeding to enforce any judgment or other court order entered in favor of either Buyer, the Agent or the Lenders, or to enforce
by specific performance, temporary restraining order, or preliminary or permanent injunction, this Guaranty or any other agreement
or document among any of the Agent, the Lenders, the Guarantor or either Buyer.


 


20. Advice of Counsel.
The Guarantor represents and warrants to each Buyer, the Agent and the Lenders that he has discussed this Guaranty and, specifically,
the provisions of Sections 14 through 19 hereof, with its lawyers.


 


21. Notices. All notices
and other communications required or desired to be served, given or delivered hereunder shall be in writing or by a telecommunications
device capable of creating a printed record and shall be addressed to the party to be notified as follows:


 


if to the Guarantor, at:


 


GWG Holdings, Inc.


220 South Sixth Street, Suite 1200


Minneapolis, MN 55402

Attention: Steve Sabes

Telecopy: 612-746-0445


 


if to the Buyers, at:


 


GWG DLP Funding II, LLC

220 South Sixth Street, Suite 1200


Minneapolis, MN 55402

Attention: Steve Sabes

Telecopy: 612-746-1933


 


GWG DLP Funding III, LLC

220 South Sixth Street, Suite 1200


Minneapolis, MN 55402

Attention: Steve Sabes

Telecopy: 612-746-1993


 


if to a Lender, at:


 


Autobahn Funding Company LLC

c/o DZ BANK AG Deutsche

Zentral-Genossenschaftsbank

New York Branch

609 5th Avenue

New York, New York 10017-1021

Attention: Asset Securitization Group

Telecopy: (212) 745-1651


 






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if to the Agent, at:


 


DZ BANK AG Deutsche

Zentral-Genossenschaftsbank

New York Branch

609 5th Avenue

New York, New York 10017-1021

Attention: Asset Securitization Group

Telecopy: (212) 745-1651






or, as to each party, at such other address
as designated by such party in a written notice to the other party. All such notices and communications shall be deemed to be validly
served, given or delivered (i) five (5) days following deposit in the United States mails, with proper postage prepaid; (ii) upon
delivery thereof if delivered by hand to the party to be notified; (iii) upon delivery thereof to a reputable overnight courier
service, with delivery charges prepaid; or (iv) upon confirmation of receipt thereof if transmitted by a telecommunications device.


 


22. Severability.
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions
of this Guaranty.


 


23. Merger. This Guaranty
represents the final agreement of the Guarantor with respect to the matters contained herein and may not be contradicted by evidence
of prior or contemporaneous agreements, or subsequent oral agreements, among any of the Agent, the Guarantor and the Lenders.


 


24. Execution in Counterparts.
This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Guaranty by facsimile shall be effective as delivery of a manually executed counterpart
of this Guaranty.


 


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IN WITNESS WHEREOF, this
Guaranty has been duly executed by the Guarantor as of the day and year first set forth above.


 


	 	GWG HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Jon Sabes
	 	Name:	Jon Sabes
	 	Title:	CEO


 


Signature Page to Amended and Restated Performance
Guaranty


 






    	 



    	 



    

 


Acknowledged and agreed
to as of the date and year first above written


 


	GWG DLP FUNDING II, LLC, as a Buyer	 
	 	 	 
	By:	/s/ Jon Sabes	 
	Name:	Jon Sabes	 
	Title:	CEO	 


 


Acknowledged and agreed to as of the date and year first above
written


 


	GWG DLP FUNDING III, LLC, as a Buyer	 
	 	 	 
	By:	/s/ Jon Sabes	 
	Name:	Jon Sabes	 
	Title:	CEO	 


 


Signature Page to Amended and Restated Performance
Guaranty


 






    	 



    	 



    

 





	AUTOBAHN FUNDING COMPANY LLC  	 
	 	 	 	 
	By:  	DZ BANK AG DEUTSCHE  
	 	ZENTRAL-GENOSSENSCHAFTSBANK,  
	 	its Attorney-in-Fact  
	 	 	 	 
	By:	/s/ Jayan Krishnan	 
	 	Name:	Jayan Krishnan	 
	 	Title:	Director	 
	 	 	 	 
	By:	/s/ Mehul Patel	 
	 	Name:	Mehul Patel	 
	 	Title:	Vice President	 
	 	 	 	 
	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK	 
	 	 	 	 
	By:	/s/ Jayan Krishnan	 
	 	Name:	Jayan Krishnan	 
	 	Title:	Director	 
	 	 	 	 
	By:	/s/ Mehul Patel	 
	 	Name:	Mehul Patel	 
	 	Title:	Vice President	 







 








 


 


 Signature Page to Amended and
Restated Performance Guaranty