Beneficient (BENF) 10-Q 2025 Q3 Quarterly report

Beneficient     January 31, 2025

Attention: Greg Ezell, CFO

325 N. St. Paul Street Suite 4850

Dallas, Texas 75201

Mr. Ezell:

HCLP Nominees, LLC (“HCLP”) is the lender with respect to the First-Lien Credit Agreement and the Second-Lien Credit Agreement with a subsidiary of Beneficient. On July 31, 2024, HCLP and Beneficient entered into a letter agreement regarding HCLP’s forbearance with respect to exercising any remedies under the First-Lien Credit Agreement and the Second-Lien Credit Agreement through February 1, 2025 and to (i) extend the maturity date of the First-Lien Credit Agreement from September 15, 2024 to February 1, 2025 (the “Maturity Date”) and (ii) waive the right to any mandatory prepayments required under Section 2.03(b) of the First Lien Credit Agreement until February 1, 2025 (the “Prepayment Waiver Date”) (the “Prior Letter Agreement”). The parties are currently engaged in negotiations concerning potential amendments of the First-Lien and Second-Lien Credit Agreements, which remain ongoing as of the date hereof. In consideration of those ongoing negotiations, HCLP hereby agrees to extend the Maturity Date and Prepayment Waiver from February 1, 2025 to February 8, 2025. Except as expressly provided in the preceding sentence, HCLP reserves all rights.

[signature page follows]

HCLP Nominees, LLC

By: Crossmark Master Holdings, LLC, its Manager

/s/ David Wickline

By: David Wickline

Title: Manager

Agreed and Accepted:

Beneficient Company Holdings, LP

By: Beneficient Company Group, LLC,

its General Partner

By: Beneficient,

its Managing Member

/s/ Greg Ezell

By: Greg Ezell

Title: Chief Financial Officer

Beneficient

/s/ Greg Ezell

By: Greg Ezell

Title: Chief Financial Officer